Avanti Learning Centre Pvt. Ltd vs Sharad Kedia And Ors on 19 July, 2025

[Cites 10, Cited by 0]

Delhi District Court

Avanti Learning Centre Pvt. Ltd vs Sharad Kedia And Ors on 19 July, 2025

IN THE COURT OF DR. NEERA BHARIHOKE
DISTRICT JUDGE (COMMERCIAL COURT)-06
SOUTH EAST, SAKET COURTS,
NEW DELHI

CNR No. DLSE01-003874-2023
CS (COMM) No.338/2023

Avanti Learning Centre Pvt . Ltd.
Through its Authorized Representative
Mr. Akshay Saxena
Having its Registered Office at:
16, Paschmi Marg,
Vasant Vihar,
New Delhi-110057
... Plaintiff

Versus

1. Mr. Sharad Kedia
S/o Late Shri Jaganth
B-64, 2nd Floor,
South Extension Part-I,
New Delhi-110049

Also at :
B-702, Hamilton Heights,
Aspire Towers,
Tipat Palla Road,
Sector 37, Faridabad,
Haryana - 121003
....Defendant No.1

2. Shlok Educational Services Private Limited
N-16, Basement,
Kalkaji, NEERA
New Delhi-110019 BHARIHOKE
....Defendant No.2
Digitally signed
by NEERA
BHARIHOKE
Date: 2025.07.19
12:28:13 +0530
CS (COMM) No. 338/23 Avanti Learning Centre Vs. Sharad Kedia & Ors. Page 1 of 72
3. Nivedita Classes
Through its proprietor
Mr. Sharad Kedia
B-64, 2nd Floor,
South Extension Part-I,
New Delhi-110049
....Defendant No.3

Date of institution of the suit : 06.04.2023
Date on which judgment was reserved : 05.07.2025
Date of pronouncement of Judgment : 19.07.2025

JUDGMENT

SUIT FOR RECOVERY

1. By way of this judgment, I shall decide the suit of the Plaintiff filed for recovery of Rs.31,60,000/- alongwith interest.

CASE OF THE PLAINTIFF AS SET UP IN THE PLAINT

2. Brief facts of the case as stated by the Plaintiff in the plaint are that:

a) Plaintiff has filed the present suit for recovery of Rs.31,60,000/- which is the partial consideration paid by the Plaintiff under the Settlement Agreement dated 07.03.2019 due to the breach of contract, committed by or attributable to the Defendants in connection with the Settlement Agreement dated 07.03.2019 entered between the Plaintiff and the Defendants.

NEERA BHARIHOKE CS (COMM) No. 338/23 Avanti Learning Centre Vs. Sharad Kedia & Ors. Page 2 of 72 Digitally signed by NEERA BHARIHOKE Date: 2025.07.19 12:28:22 +0530

b) Plaintiff, a duly incorporated Company under the provisions of the Companies Act, 1956, is engaged in coaching business and the present suit has been filed through Mr. Akshay Saxena, the Director of the Plaintiff, who is authorized by the Plaintiff to institute the present suit.

c) Defendant No.1 is in the education field, operating coaching centre for preparation of several competitive and board exams under the name of Nivedita Classes (Defendant No.3). Defendant No.1 is also the sole proprietor of Defendant No.3 and one of the Directors of the Defendant No.2 and a party to the Settlement Agreement dated 07.03.2019. Defendant No.2 is a company incorporated under the Companies Act, 2013 and a party to the Settlement Agreement dated 07.03.2019. All the study material of Defendant No.3 was prepared by the Defendant No.2. Defendant No.3 is a sole proprietorship firm owned by Defendant No.1 and a party to the Settlement Agreement dated 07.03.2019.

d) Plaintiff entered into a Settlement Agreement dated 07.03.2019 (herein referred to as "the Settlement Agreement") with the Defendants to take over the operations of the coaching centre of the Defendants run under the name of "Nivedita Classes". The Settlement Agreement was entered into to resolve the disputes between the Plaintiff and the Defendants arising out of the previous Service Agreement dated 20.07.2018 executed between the parties NEERA CS (COMM) No. 338/23 Avanti Learning Centre Vs. Sharad Kedia & Ors. Page 3 of 72 BHARIHOKE Digitally signed by NEERA BHARIHOKE Date: 2025.07.19 12:28:30 +0530 which was superseded and terminated vide the Settlement Agreement.

e) In terms of Clause 5 of the Settlement Agreement, the Defendants agreed to sell, transfer and assign the business goodwill & all rights and interest in the coaching centre business being carried out at the premises at E-92, Ground Floor, Har Gyan Singh Arya Marg, South Extension, Part-I, New Delhi - 110049 and H- 14, Kotla Mubarakpur, South Extension, Part-I, New Delhi - 110013; license the intellectual property rights of the said business to the Plaintiff till 01.05.2020 and assume and perform the promise, obligations and covenants as set out in the Settlement Agreement for a total consideration of Rs.66,00,000/-. Clause 5 of the Settlement Agreement has been reproduced as:

"5.Sale and Purchase of Business Goodwill and Licensing of Intellectual Property a. All Business, IPR and Physical Assets will continue to remain the property of Shlok, Sharad and Nivedita classes.

b. Shlok, Sharad and Nivedita Classes, hereby agree to:

i. sell, transfer and assign the Business Goodwill; and ii. sell, transfer and assign all rights and interests in the Coaching Centre Business and iii. license the Business IPR to Avanti till May 1, 2020; and NEERA BHARIHOKE CS (COMM) No. 338/23 Avanti Learning Centre Vs. Sharad Kedia & Ors. Page 4 of 72 Digitally signed by NEERA BHARIHOKE Date: 2025.07.19 12:28:36 +0530 iv. assume and perform the promises, obligations and covenants as set out in this Settlement Agreement for an aggregate consideration of INR 66,00,000 (Indian Rupees Sixty Six Lakhs Only) plus any applicable taxes "Consideration"."

f) Clause 5 (c) of the Settlement Agreement further defined the payment schedule to be followed by the Plaintiff for the payment of the above consideration amount as follows:

a) Rs.10,00,000/- (Rupees Ten Lakhs Only) plus applicable taxes on April 1, 2019.

b) Rs.20,00,000/- (Rupees Twenty Lakhs Only) plus applicable taxes on May 1, 2019.

c) Rs.30,00,000/- (Rupees Thirty Lakhs Only) plus applicable taxes on May 1, 2020.

d) Rs. 6,00,000/- (Rupees Six Lakhs Only) plus applicable taxes on May 1, 2021.

g) Accordingly, the Plaintiff in discharge of its obligations under the Settlement Agreement issued the following post-dated cheques in favour of the Defendants:-

i. Cheque No. 521388 for Rs.10,00,000 for 01.04.2019 ii. Cheque No. 521389 for Rs.21,60,000 for 01.05.2019 iii. Cheque No. 521390 for Rs.32,40,000 for 01.05.2020 iv. Cheque No. 521391 for Rs.6,48,000 for 01.05.2021 NEERA BHARIHOKE Digitally signed CS (COMM) No. 338/23 Avanti Learning Centre Vs. Sharad Kedia & Ors. Page 5 of 72 by NEERA BHARIHOKE Date: 2025.07.19 12:28:45 +0530

h) The Cheque bearing No. 521388 for an amount of Rs.10,00,000/- dated 01.04.2019 and the Cheque bearing No.521389 for an amount of Rs.21,60,000/- dated 01.05.2019, were presented for encashment by the Defendants at HDFC Bank, South Extension, Part-I, New Delhi- 110049, and the same were duly cleared.

i) Plaintiff complied with the terms of the Settlement Agreement and paid a substantial part of the consideration amounting to Rs.31,60,000/- to the Defendants. However, despite the payment of the aforesaid amount, Defendants failed to comply with the terms of the Settlement Agreement, particularly Clause 6(a), 6(d), 7(a)(i) and 7(a)(ii) as detailed herein below thereby causing losses to Plaintiff.

j) In and around April 2020, Plaintiff came to know that the Defendants were in breach of the Settlement Agreement and despite specific restraints under the Settlement Agreement, Defendants were running a separate coaching centre under the name of "Nivedita Classes" within the territory prescribed under the agreement (in close proximity to the coaching centre of the Plaintiff which was transferred under the said Settlement Agreement).

k) As per Clause 6(a) of the Settlement Agreement, the Defendants were not to interfere with the business and operations NEERA BHARIHOKE CS (COMM) No. 338/23 Avanti Learning Centre Vs. Sharad Kedia & Ors. Page 6 of 72 Digitally signed by NEERA BHARIHOKE Date: 2025.07.19 12:28:51 +0530 of the Coaching Centre business which was to be carried on by the Plaintiff. Defendants were further required to provide all leads from their website which relates to any prospective or potential business for the Coaching Centre Business as per Clause 6(d) of the Settlement Agreement. Clause 6(a) and (d) are reproduced herein as:

"6: Obligations of Shlok, Sharad and Nivedita Classes: On and from the Effective Date, Shlok, Sharad and Nivedita Classes, agree undertake and covenant:

a. Not to interfere with the business and operations of the Coaching Centre Business which shall be carried on by Avanti on and from the Effective Date;

XXXX b. To provide all leads from their website which relate to any prospective or potential business for the Coaching Centre Business; "

l) In breach of the aforesaid terms, the google map location assigned to Plaintiff was moved to a new address where the Defendants opened a separate coaching centre under the same name "Nivedita Classes" at N-16, LGF, Kalkaji, South Delhi Landmark, beside Allahabad Bank, New Delhi, Delhi 110019. As a result, significant loss was suffered by Plaintiff as the students were redirected to the new centre which was in breach of the obligations of the Defendants as enumerated in clause 6(a) of the NEERA BHARIHOKE CS (COMM) No. 338/23 Avanti Learning Centre Vs. Sharad Kedia & Ors. Page 7 of 72 Digitally signed by NEERA BHARIHOKE Date: 2025.07.19 12:28:59 +0530 Settlement Agreement. The Defendants further failed to provide all leads from their website related to the Coaching Centre Business to the Plaintiff which it was obligated to do under the Settlement Agreement.

m) In breach of the terms of the settlement agreement, the Defendants by its malicious acts started interfering with the business of the Coaching Centre and further failed to provide all leads from their website related to the Coaching Centre Business to the Plaintiff which it was obligated to do under the Settlement Agreement thereby causing hindrances in the successful operation of the Coaching Centre Business and resultant losses to the Plaintiff.

n) Further as per Clause 7 of the Settlement Agreement, it was agreed that for a period commencing on 01.03.2019 and ending on 01.05.2021, the Defendants shall neither solicit any employee of the Coaching Centre Business to leave his or her employment or engagement with the Coaching Centre Business, induce or attempt to induce any such employees to terminate or breach his or her employment agreement with the Coaching Centre Business, or themselves, directly or indirectly, hire or engage in any other manner, any such employee nor directly or indirectly, solicit, cause in any part or knowingly encourage any then existing students to cease their enrollment with the Coaching Centre Business, or solicit, cause in any part or knowingly encourage any of the then NEERA BHARIHOKE CS (COMM) No. 338/23 Avanti Learning Centre Vs. Sharad Kedia & Ors. Page 8 of 72 Digitally signed by NEERA BHARIHOKE Date: 2025.07.19 12:29:07 +0530 existing students to join or enroll any person other than the Coaching Centre Business. It was also agreed that for a period commencing on 01.03.2019 and ending on 01.05.2020, the Defendants would not engage in the Coaching Centre Business or any business similar to the Coaching Centre Business or could be in competition, directly or indirectly with the Coaching Centre Business within the geographical area comprised within radius of 5 km of the premises (coaching centre taken over by the Plaintiff) or competes in any business with the company. Relevant part of Clause 7 is reproduced as:

"7. Non-Compete and Non-Solicit:

a. For a period commencing on the Effective date and ending on May 1, 2021, Shlok, Sharad and Nivedita Classes undertake that each of such Party shall:

i. Not, either on his own account or for any Person, solicit any employee of the Coaching Centre Business to leave his or her employment or engagement with the Coaching Centre Business, induce or attempt to induce any such employees to terminate or breach his or her employment agreement with the Coaching Centre Business, or themselves, directly or indirectly, hire or engage in any other manner, any such employee.

ii. not, directly or indirectly, solicit, cause in any part or knowingly encourage any then existing students to cease their enrollment with the Coaching Centre Business, or solicit, cause in any part or NEERA BHARIHOKE CS (COMM) No. 338/23 Avanti Learning Centre Vs. Sharad Kedia & Ors. Page 9 of 72 Digitally signed by NEERA BHARIHOKE Date: 2025.07.19 12:29:14 +0530 knowingly encourage any of the then existing students to join or enroll any Person other than the Coaching Centre Business.

b. For a period commencing on the Effective Date and ending on May 1, 2020 Shlok, Shared and Nivedita undertake that each of such party shall:

i. not, whether directly or indirectly, or through any of its Relatives, engage in any activities or be connected as a director, officer or employee, partner or advisor of or consultant to, or in any executive capacity with. any corporation, limited liability company, partnership or other entity or Person within the Territory, that could be in competition directly or indirectly, with the Coaching Centre Business, engages in the Coaching Centre Business or in any business similar to the Coaching Centre Business, or competes in any business with the Company.

o) XXXX."

p) In breach of the aforesaid terms, the Defendants opened a separate coaching centre under the same name of "Nivedita Classes" in close proximity to the coaching centre of the Plaintiff which was transferred under the said Settlement Agreement. Further several attempts have been made by the Defendants from time to time to poach several employees of the Plaintiff, in contravention of the obligation of the Defendants as enumerated in clause 7(a)(i) of the Settlement Agreement. Furthermore, several NEERA BHARIHOKE CS (COMM) No. 338/23 Avanti Learning Centre Vs. Sharad Kedia & Ors. Page 10 of 72 Digitally signed by NEERA BHARIHOKE Date: 2025.07.19 12:29:21 +0530 students who were already enrolled at the Plaintiff's Coaching Centre were/are offered classes at the new centre of Defendants (being run at N-16, LGF, Kalkaji, South Delhi Landmark: beside Allahabad Bank, New Delhi, Delhi 110019) in breach of the obligation as enumerated in clause 7(a)(ii) of the Settlement Agreement.

q) Pursuant to the above breach of the terms mentioned, Plaintiff intimated the Defendants at an initial stage. Warnings were also communicated through various phone calls to put a stop on such violations which was affecting the business of the Plaintiff.

r) Since the Defendants paid no heed and continued to breach the various terms of the Settlement Agreement, the Plaintiff being entitled to not to pay any further consideration amount in terms of Clause 5(d) of the Settlement Agreement which made payment of any tranche under the said agreement subject to the continued performance of the promises, obligations, covenants by the Defendants and to mitigate its loss, sent a communication dated 02.04.2020 to its bank having branch at K-1, Senior Mall, Sector 18, Noida, U.P.- 201301 and directed it to "STOP PAYMENT" as per Clause 5(e) of the Settlement Agreement. Relevant part of Clause 5 is reproduced herein :

"5.

(d) The obligation to pay any tranche of the Consideration shall be subject to continuance performance of the promises, NEERA BHARIHOKE CS (COMM) No. 338/23 Avanti Learning Centre Vs. Sharad Kedia & Ors. Page 11 of 72 Digitally signed by NEERA BHARIHOKE Date: 2025.07.19 12:29:28 +0530 obligations and covenant as set out in this Settlement Agreement by Shlok, Sharad and Nivedita Classes.

(e) Avanti shall deliver post dated cheques in respect of each of the tranches to Shlok provided however in the event of a breach of any of the promises, obligations and covenants of Shlok, Sharad and/or Nivedita Classes under this Settlement Agreement, Avanti shall be entitled to stop payments in respect of such post dated cheques without any liability, civil or criminal, and Shlok hereby waives its right in respect of the post-dated cheques upon occurrence of such breach."

s) Despite the above, the third cheque bearing no. 521390 was still presented by the Defendant No.1 before HDFC Bank, South Extension, Part-I, New Delhi-110049. Since Plaintiff had instructed its bank to stop payment qua the said cheque in terms of Clause 5 (e) of the Settlement Agreement on account of the breach of the terms of the Settlement Agreement by the Defendants, the said cheque was returned unpaid vide return memo dated 05.05.2020 with remarks as "PAYMENT STOPPED BY DRAWER".

t) At the time of dishonour of the cheque dated 01.05.2020 bearing no. 521390, the Plaintiff had sufficient balance over Rs.1 Crore comprising of Rs.2,53,751/- in its current Account plus Rs.1,51,17,495/- in Fixed Deposits (FDs), sufficient enough to honour the 3rd installment of the payment schedule of Rs.30,00,000/- plus applicable taxes i.e. Rs.32,40,000/-.

NEERA BHARIHOKE CS (COMM) No. 338/23 Avanti Learning Centre Vs. Sharad Kedia & Ors. Page 12 of 72 Digitally signed by NEERA BHARIHOKE Date: 2025.07.19 12:29:35 +0530 u) The direction by the Plaintiff to the bank to "stop payment"

of the aforesaid cheque, was in terms of the Settlement Agreement and to mitigate the loss caused to the Plaintiff on account of the breach of the Settlement Agreement by the Defendants. Plaintiff, after interpreting the ill-intentions and non-continuance performance of the Defendants as per the Agreement, took necessary steps in accordance with the terms of the Settlement Agreement in order to avoid any further loss to it due to the illegal actions of the Defendants.

v) Plaintiff also sent a communication through e-mail dated 10.05.2020 to the Defendants, wherein the breach of the terms of the Settlement Agreement by the Defendants were highlighted by the Plaintiff. It was mentioned that:

i. The google map location assigned to the Plaintiff is moved to a new address where defendant No. 1 has opened a separate coaching centre which is at N-16, LGF, Kalkaji, South Delhi Landmark: Beside Allahabad Bank, New Delhi, Delhi 110019. As a result, significant loss is suffered by the Plaintiff as the students are being redirected to the new centre which is in breach of the obligations of the defendant as enumerated in clause 6(a) of the Settlement Agreement.

ii. No leads have been provided from the website which relates to any prospective or potential business for the Coaching Business Centre which is in breach of the obligation of the defendant as enumerated in clause 6(d) of the Settlement Agreement.

NEERA BHARIHOKE CS (COMM) No. 338/23 Avanti Learning Centre Vs. Sharad Kedia & Ors. Page 13 of 72 Digitally signed by NEERA BHARIHOKE Date: 2025.07.19 12:29:41 +0530 iii. Several attempts have been made by the defendant from time to time to poach several employees of the Plaintiff in contravention of the obligation of the defendant as enumerated in clause 7(a)(i) of the Settlement Agreement.

iv. Several students who were already enrolled at the Plaintiff's Coaching Centre were offered classes at the new centre of Defendants which is in breach of the obligation of the defendant as enumerated in clause 7(a)(ii) of the Settlement Agreement.

w) Pursuant to the email dated 10.05.2020 sent by the Plaintiff, Defendant No. 1 sent a reply dated 01.06.2020, questioning the bonafide of the Plaintiff and demanding the dishonoured cheque amount of Rs.32,40,000/- within 15 days of receipt of the said communication.

x) On 09.06.2020, Plaintiff replied to notice dated 01.06.2020 wherein it reiterated the contents of its e-mail dated 10.05.2020 and stated that since the direction to "stop payment" was in pursuance of the mutually agreed terms available to the Plaintiff under the Settlement Agreement, the cheque in question cannot be treated as dishonoured.

y) Defendants never presented the last cheque bearing No.521391 for an amount of Rs.6,48,000/- dated 01.05.2021 which indicated that Defendants failed to perform its obligations and the NEERA BHARIHOKE CS (COMM) No. 338/23 Avanti Learning Centre Vs. Sharad Kedia & Ors. Page 14 of 72 Digitally signed by NEERA BHARIHOKE Date: 2025.07.19 12:29:47 +0530 direction to stop payment by the Plaintiff qua the cheques was as per the terms of the Settlement Agreement.

z) Despite the above, Defendant No.l filed a Complaint Case bearing CC No. 4501/2020, "Shri Sharad Kedia vs. Avanti Learning Centre Pvt. Ltd. & Ors. against the Plaintiff before learned Chief Judicial Magistrate under Section 138 read with Section 141 of the Negotiable Instrument Act, 1881 qua the third cheque dated 01.05.2020 for a sum of Rs.32,40,000/- which is currently pending before learned Judicial Magistrate First Class (NI-Act)-03, South East, Saket Courts, New Delhi.

aa) Despite performing all the obligations under the Settlement Agreement and acting in terms of the Settlement Agreement, the Plaintiff is facing a complaint case which had affected the reputation of the Plaintiff in the industry thereby causing loss of its goodwill and reputation.

bb) The aforesaid breach of the Settlement Agreement by the Defendants and filing of frivolous complaint have caused significant losses to the Plaintiff including loss of its business, profits and goodwill and reputation and therefore, the Defendants are liable to refund the consideration already paid i.e. Rs.31,60,000/-.

NEERA BHARIHOKE CS (COMM) No. 338/23 Avanti Learning Centre Vs. Sharad Kedia & Ors. Page 15 of 72 Digitally signed by NEERA BHARIHOKE Date: 2025.07.19 12:29:54 +0530 cc) Despite timely payment of first 2 tranches in April and May 2019 and regular requests to comply with the terms of the agreement, the Defendants breached the terms of the agreement and therefore, the only recourse legally available to the Plaintiff under the agreement and to mitigate the loss was to stop payment for the remaining cheques as per Clause 5 (e) of the Settlement Agreement.

dd) In order to mitigate the loss to the Plaintiff, the Plaintiff exercised its right under Clause 5(e) of the Settlement Agreement and stopped the payment of the remaining cheques and as such the Plaintiff is not seeking damages for the losses suffered by it as the maximum amount that it could have claimed from the Defendants was the balance consideration under the Settlement Agreement.

ee) Plaintiff and the Defendants are parties to the Settlement Agreement dated 07.03.2019 and the clauses mentioned therein were to be complied with by each of the parties. To the contrary, the Defendants contravened the agreed terms of the said Settlement Agreement and caused losses to the Plaintiff and are thus liable to refund the consideration of Rs. 31,60,000/- which has been already paid by the Plaintiff to the Defendants. The Plaintiff also sought interest on the amount of Rs.31,60,000/- @ 18% per annum.

ff) The Plaintiff preferred a Pre-litigation/Pre-Institution Mediation before the Competent Authority, i.e. SEDLSA, on NEERA CS (COMM) No. 338/23 Avanti Learning Centre Vs. Sharad Kedia & Ors. Page 16 of 72 BHARIHOKE Digitally signed by NEERA BHARIHOKE Date: 2025.07.19 12:30:00 +0530 30.01.2023, however Defendant did not appear before the Competent Authority. Furthermore, the Non-Starter Report for the Pre-Institution Mediation was issued by the Competent Authority, SEDLSA, dated 01.03.2023.

3. Hence, the present suit was filed.

CASE OF THE DEFENDANTS AS SET UP IN THE WRITTEN STATEMENT

4. Defendants denied every statement, and averment made in the plaint, except such statements and averments which are specifically admitted by the Defendants in the written statement all averments and statements may be deemed to be specifically adverted to and denied in totality. The Plaintiff is guilty of suggestio falsi (suggestion of untruth) and suppresso veri (suppression of truth) and are not entitled to any relief in equity or in law.

5. Brief facts of the case as stated by the Defendants in the Written Statement are that:

a) Defendant No.1 was in the education field earlier and was operating coaching centres with the name of Nivedita Classes for preparations of several competitive and board exams. Owing to its quality Defendant had developed a good reputation, goodwill and prestige in the market. All the study material of the Nivedita NEERA BHARIHOKE CS (COMM) No. 338/23 Avanti Learning Centre Vs. Sharad Kedia & Ors. Page 17 of 72 Digitally signed by NEERA BHARIHOKE Date: 2025.07.19 12:30:06 +0530 Classes was prepared by the M/s Shlok Education Services Private Limited. Defendant no.1 is the sole proprietor of Nivedita Classes and one of the Director of M/s Shlok Education Services Private Limited.

b) Defendants were running a coaching centre at E-92, Ground Floor, Har Gyan Singh Arya Marg, South Extension-I, New Delhi-

110049 in the name of Nivedita Classes.

c) On 20.07.2018 Plaintiff had entered into a Service Agreement with Defendants for taking over the operations of Nivedita Classes and availing academic services and books and materials from Shlok Educational Services Pvt. Ltd... All infrastructure, rental and expenses of the Coaching Centre was to be borne by Plaintiff w.e.f. 20.07.2018.

d) As per the term of the Service Agreement Defendant No.2 was entitled to receive a minimum Guaranteed Payment of Rs.4,50,000/- per month for the period 20.07.2018 to 31.03.2024 in lieu of advisory and academic services and books and materials. In case the annual collections from the Coaching Centre inclusive of payable taxes exceed INR 2.50 Crore in any financial year then Defendant No.2 was entitled to receive 20% of all the collections over Rs.2.50 Crore as a Bonus.

NEERA BHARIHOKE CS (COMM) No. 338/23 Avanti Learning Centre Vs. Sharad Kedia & Ors. Page 18 of 72 Digitally signed by NEERA BHARIHOKE Date:

2025.07.19 12:30:12 +0530

e) Certain disputes arose between parties and Service Agreement dated 20th July 2018 was terminated and parties entered into a Settlement Agreement on 1st March 2019.

f) The same clauses of Settlement Agreement dated 1st March 2019 have been affirmed and reproduced which have been cited by Plaintiff, while also admitting the submissions made by Plaintiff in respect of issuance of 4 Post dated cheques by Plaintiff in terms of the Settlement Agreement towards consideration as per Clause 5 of the Settlement Agreement.

g) Defendants had the right to run the coaching Centre during the period of the Settlement Agreement outside the "territory"

defined in the Settlement Agreement. Defendants opened a new coaching centre at N-16 LGF, Kalkaji New Delhi-110019, which is more than 5 km from the premises of the Plaintiff (i.e. E-92, Ground Floor, Har Gyan Singh Arya Marg, South Extension-I, New Delhi-110049) as per the definition of "territory" mentioned in the Settlement Agreement.

h) Defendants had been duly sending all leads to Plaintiff in terms of the Settlement Agreement. Ms. Somya Singh, an employee of the Plaintiff, was looking after this and this fact is clear from her email dated 25.03.2019.

NEERA BHARIHOKE CS (COMM) No. 338/23 Avanti Learning Centre Vs. Sharad Kedia & Ors. Page 19 of 72 Digitally signed by NEERA BHARIHOKE Date: 2025.07.19 12:30:18 +0530

i) Later, on 14.05.2019, Mr. Krishna Ramkumar of Plaintiff sent an e-mail to Defendant No.1 requesting him to send all leads to Mr. Prabhjot Singh instead of Ms. Somya Singh. Defendant No.1 duly replied on the said email on the same day informing what all is required to change the email id for South Ex NC and put the e-mail ID of Mr. Prabhjot Singh there. The requisite was done on the same day and at 7:39 PM, Mr. Seo of the Plaintiff company duly replied that requisite had been done, and all new inquiries would be auto-forwarded to [email protected]. Post that in response to email dt. 15.05.2019 of Mr. Krishna Ram Kumar of Plaintiff, Mr. Prabhjot Singh even confirmed this fact.

j) The website and hosting therein, was managed by third party service provider M/s MobilitySUM Technologies Pvt. Ltd. and post the Settlement Agreement Plaintiff was directly dealing with the said service provider. Thus, the website was managed by the Plaintiff itself.

k) Plaintiff was aware that Defendants were running the coaching centre at N-16 LGF, Kalkaji New Delhi-110019, and Plaintiff had never objected to the same as it was well within the terms of the Settlement Agreement. No correspondence or communication, in any mode, was ever done by the Plaintiff ever that Defendants cannot run the coaching centre at N-16 LGF, Kalkaji New Delhi-110019.

NEERA BHARIHOKE CS (COMM) No. 338/23 Avanti Learning Centre Vs. Sharad Kedia & Ors. Page 20 of 72 Digitally signed by NEERA BHARIHOKE Date: 2025.07.19 12:30:24 +0530

l) During the tenure of the agreement, apart from e-mail 10.05.2020, no other emails or correspondence was sent by the Plaintiff raising any kind of grievance regarding non-performance or breach of any of the terms of agreement.

m) Due to COVID-19 pandemic, Defendants stopped using the Kalkaji Centre physically from 14th March 2020. Later, due to imposition of lock-down with effect from 25th March 2020, Defendants terminated the lease for said premises and surrendered the said premises to landlord in end of May 2020. Due to COVID- 19 pandemic, Defendant No.1 stopped the coaching business and took up a job in June 2020 to sustain himself.

n) As per the Settlement Agreement, the Business IPR was expiring on 01.05.2020, and Plaintiff had no right in exploiting the licensed copyrighted material thereafter. It appears that due to pandemic, Plaintiff illegally stopped the payment of the PDC dated 01.05.2020 in April 2020 and created false ground of breach. It is for this reason Plaintiff did not communicate about the stop payment of the cheque dated 01.05.2020 to the Defendants in April 2020, as Plaintiff wanted to withhold the payment which had accrued under Settlement Agreement.

o) Defendants presented the Cheque dated 01.05.2020 which was dishonoured upon presentation.

NEERA BHARIHOKE CS (COMM) No. 338/23 Avanti Learning Centre Vs. Sharad Kedia & Ors. Page 21 of 72 Digitally signed by NEERA BHARIHOKE Date: 2025.07.19 12:30:31 +0530

p) When the Plaintiff got the intimation about dishonour of the cheque, it is then they realized that no intimation of any nature was sent to Defendants for stopping of payment of cheque dated 01.05.2020, hence under legal advice Plaintiff sent a letter dated 10.05.2020 via e-mail, for making the stop payment of post-dated cheques dated 01.05.2020 and 01.05.2021, though it had already done the stop payment of the same in April 2020. The perusal of this letter clearly shows that the reasons given in the letter dated 10.05.2020 were vague, non-specific and lacked material details as no such basis existed. The letter did not even mention that stop payment was already done by Plaintiff a month earlier.

q) Defendants served a notice on 01.06.2020 on Plaintiff under Section 138 of Negotiable Instruments Act categorically stating therein that stop payment by the Plaintiff is bad and illegal and called upon Plaintiff to clear the cheque amount.

r) Upon receipt of the notice dated 01.06.2020, Plaintiff failed to make the payment under the cheque dated 01.05.2020 and replied to the notice on 09.06.2020 reiterating the content of its letter dated 10.05.2020 in verbatim manner. Again, Plaintiff failed to give any specific instance of alleged breach as stated in its letter dated 10.05.2020.

s) Defendant No.1 filed a complaint under section 138 Negotiable Instruments Act against the Plaintiff which was NEERA CS (COMM) No. 338/23 Avanti Learning Centre Vs. Sharad Kedia & Ors. Page 22 of 72 BHARIHOKE Digitally signed by NEERA BHARIHOKE Date: 2025.07.19 12:30:37 +0530 registered as CC No. 4561/2020 and summons were issued to the Plaintiff vide order dated 26.02.2021.

t) Present suit has been filed by the Plaintiff in March 2023 with intention to set a false defence in the criminal complaint filed by the Defendant.

u) Defendants have also raised Preliminary Objections against the plaint as:

a. Order VI Rule 4 of CPC mandates that in case of breach, default and other such instances, it is mandatory upon the Plaintiff to give material particulars in the pleading. Perusal of the plaint as well as letter dated 10.05.2020 sent by the Plaintiff for making the stop payment of post-dated cheques and reply dated 09.06.2020 sent in response to notice under section 138 Negotiable Instruments Act, lacks necessary particulars and details with respect to alleged breach by Defendants and even when the same was called upon by the Defendants in the notice dated 01.06.2020. There is no legal and valid cause of action, and the plaint is liable to be rejected under order VII Rule 11(a).

b. The Plaintiff has claimed refund of payment made by it on 01.04.2019 and 01.05.2019 under the Settlement Agreement.

Plaintiff with the malicious and illegal intention has made the stop payment of postdated cheques dated 01.05.2020 and 01.05.2021 as the Plaintiff knew that its right to utilize and use the copyrighted NEERA BHARIHOKE CS (COMM) No. 338/23 Avanti Learning Centre Vs. Sharad Kedia & Ors. Page 23 of 72 Digitally signed by NEERA BHARIHOKE Date: 2025.07.19 12:30:44 +0530 coaching material licensed to it was expiring on 01.05.2020. The perusal of documents filed by the Plaintiff clearly establishes that no document has been placed on record by the Plaintiff which pertains to the licensed period of utilization of copyrighted material i.e. 07.03.2019 to 01.05.2020. Further perusal of email dated 02.04.2020 filed by the Plaintiff is bereft of any instance of alleged breach thus the suit for refund of payment made on 01.04.2019 and 01.05. 2019 is barred by limitation.

c. Plaintiff is claiming interest at the rate of 18% on Rs.31,60,000/- with effect from April 2020 and Plaintiff has also quantified the interest amount as Rs.17,06,400/-. Plaintiff is also praying for the grant of the interest vide prayer (a) of the plaint. Plaintiff had not paid court fee on the said amount of the interest thus the suit of the Plaintiff is neither properly valued nor proper court fee has been paid. Thus, the suit cannot proceed till the Plaintiff makes good the court fee in terms of prayer (a).

d. It is settled law that a party who suppresses the material facts in its knowledge is guilty of not only playing fraud upon the other side but also upon the Court. It is submitted that Plaintiff has deliberately suppressed the complete emails on 14.05.2019 and 15.05.2019. The suit of the Plaintiff is liable to be dismissed with heavy costs on this short ground alone.

v) In Para-wise reply to the plaint by the Defendants, the Defendants denied the submissions made in the plaint but have admitted to clauses of the settlement agreement and the fact that NEERA CS (COMM) No. 338/23 Avanti Learning Centre Vs. Sharad Kedia & Ors. Page 24 of 72 BHARIHOKE Digitally signed by NEERA BHARIHOKE Date: 2025.07.19 12:30:50 +0530 Rs. 66 lakhs were to be paid by the Plaintiff to the Defendants in 4 instalments. Defendants have also admitted email dated 10.05.2020, notice dated 01.06.2020 and reply dated 09.06.2020.

w) Defendants stated about entering into a service agreement dated 20.07.2018 which was terminated and thereafter entering into settlement agreement dated 07.03.2019.

x) Defendants submitted that the true intent and purpose behind the settlement agreement cannot be deciphered without taking into consideration the service agreement dated 20.07.2018. Settlement agreement 07.03.2019 was entered into between the parties to take over the operation of coaching centre at South Extension only and there was no bar or prohibition upon Defendants to run under the name of Nivedita classes outside the territory defined in the Settlement Agreement. This was done as the dispute under the Service Agreement was with respect to finances only.

y) Defendants submitted that the payment of Rs.31.60 lakhs was duly paid by the Plaintiff on 01.04.2019 and 01.05.2019 which was admittedly within one and a half months of the settlement agreement dated 07.03.2019 and was towards the aspect covered under clause 5(a) to 5(c) of the settlement agreement. Defendants have categorically denied that Defendants failed to comply with the clause 6(a), 6(d), 7(a)(i) and 7(a)(ii).

NEERA BHARIHOKE CS (COMM) No. 338/23 Avanti Learning Centre Vs. Sharad Kedia & Ors. Page 25 of 72 Digitally signed by NEERA BHARIHOKE Date:

2025.07.19 12:30:56 +0530 z) Defendants submitted that under the settlement agreement, the defendant had the right to run the coaching centre outside the "territory" as defined in the settlement agreement. Defendants have also submitted that Plaintiff was aware that defendant was running the coaching centre and had never objected to the same.

aa) Defendants submitted that in terms of the Settlement Agreement, Defendants were entitled to run a coaching institute outside the "territory" as defined in the settlement agreement until 01.05.2020 and thus running of the coaching institute cannot be termed as breach of clause 6(a).

bb) Defendants have denied that any warning of any nature was ever communicated by the Plaintiff with regard to any violation. Defendants have submitted that this averment has been made to create a false ground to deny the legitimate dues to the Defendants. Defendants have submitted that no such communication in any manner whatsoever was ever made by the Plaintiff as Defendants had never violated any of the terms of the settlement agreement.

cc) Defendants submitted that perusal of the email dated 02.04.2020 is sufficient to prove malafide intent of the Plaintiff. No information was given to the Defendants about the stop payment and the annexures attached in the plaint is very clear that all the communications were made internally within the team of the Plaintiff. Defendants have presented the cheque as per the terms of NEERA BHARIHOKE CS (COMM) No. 338/23 Avanti Learning Centre Vs. Sharad Kedia & Ors. Page 26 of 72 Digitally signed by NEERA BHARIHOKE Date: 2025.07.19 12:31:03 +0530 the agreement. Defendants further submitted that admittedly Plaintiff had not communicated to the Defendants in the month of April 2020 that it is making the stop payment of the postdated cheques hence the Defendants were well within its right to present the postdated cheque on 01.05.2020.

dd) Defendants submitted that stop payment of the post-dated cheques was illegally done by the Plaintiff as Defendants never violated any of the terms of the agreement and that stop payment was done by the Plaintiff at the fag end of the period of utilization of copyright material of the Defendants with the sole intent to cause damage and loss to the Defendants as Plaintiff had no right to utilize the copyrighted material with effect from 02.05.2020. The stop payment was done by the Plaintiff due to onset of COVID-19 pandemic and not due to any breach on part of Defendants.

ee) Defendants submitted that para 24 of the Plaint makes the illegal intent of the Plaintiff evident. Plaintiff has itself pleaded that it had made the stop payment of postdated cheques dated 01.05.2020 & 01.05.2021 on 10.05.2020 hence presentation of the cheque dated 01.05.2021 does not arise and cannot be construed as admission of any nature.

NEERA BHARIHOKE Digitally signed CS (COMM) No. 338/23 Avanti Learning Centre Vs. Sharad Kedia & Ors. Page 27 of 72 by NEERA BHARIHOKE Date: 2025.07.19 12:31:09 +0530 ff) Defendants submitted that Defendants rightly filed complaint bearing no. CC No. 4501/2020 for dishonour of cheque dated 01.05.2020 and the Plaintiff and its directors.

gg) Defendants submitted that Plaintiff is guilty of breach of the settlement agreement as it has illegally and malafidely deprived the consideration for the aspect covered under clause 5 of the settlement agreement after utilizing and exploiting the same for almost full tenure of the agreement (i.e.) until 01.05.2020. Thus, it is the Plaintiff who has caused loss to the Defendants. Defendants have denied that Defendants are liable to refund Rs. 31.60 lakhs. Defendants have submitted that Defendants are entitled to balance dues under the settlement agreement. Defendants submitted that as rightly stated in para 28 that part consideration was paid at the very inception of the settlement agreement and only option under the settlement agreement was with respect to the balance payment. Defendants have submitted that having utilized and exploited the copyrighted business IPR for full tenure of the agreement, the Plaintiff cannot seek refund of the payment made at the inception of the settlement agreement. Defendants have denied that the Plaintiff is entitled to the refund of the payment made at the inception of the agreement and any interest thereon. Defendants have prayed for dismissal of the suit besides raising objections of improper valuation and non-payment of proper court fees and suit being barred by limitation.

NEERA BHARIHOKE CS (COMM) No. 338/23 Avanti Learning Centre Vs. Sharad Kedia & Ors. Page 28 of 72 Digitally signed by NEERA BHARIHOKE Date:

2025.07.19 12:31:24 +0530 REPLICATION OF THE PLAINTIFF

6. Plaintiff has filed replication to the Written Statement filed by the Defendants. In its replication, Plaintiff has denied the submission made in the Written Statement except for the submissions which have been admitted by the Defendants.

7. Plaintiff has submitted that the Defendants caused disruptions immediately after signing of the Service agreement dated 20.07.2018.

Additionally, the Defendants had misrepresented the state of business, revenues, etc, in order to resolve things amicably, a settlement agreement dated 07.03.2019 was executed. However, even after the execution of the Settlement Agreement, the Defendants continued to cause hindrances in the performance of the Settlement Agreement including taking away furniture from the premises, disturbing the classes etc.

8. Plaintiff has submitted that third-party service provider of the website, namely M/s Mobility SUM, only used to send bill to the Plaintiff, which were required to be cleared by the Plaintiff. Furthermore, apart from billing matters, there was no communication between the Plaintiff and the website provider. It was the Defendants who used to directly deal with and communicate with the service provider of the website.

9. It is submitted that only in April 2020, the Plaintiff came to know about the breach of Settlement by the Defendants. Despite explicit NEERA CS (COMM) No. 338/23 Avanti Learning Centre Vs. Sharad Kedia & Ors. Page 29 of 72 BHARIHOKE Digitally signed by NEERA BHARIHOKE Date: 2025.07.19 12:31:34 +0530 provisions in the Settlement Agreement, the Defendants were found to be operating a separate coaching centre named "Nivedita Classes" within the specified territory. The Plaintiff repeatedly informed the Defendants about the breach committed by them under the Settlement Agreement through telephonic communication, however, Defendants paid no heed. Plaintiff has submitted that no communication was made by the Defendants regarding the opening of its new coaching centre and that the Defendants have made false averments.

10. Plaintiff has submitted that significant loss was suffered by the Plaintiff as the students were being redirected to the new coaching centre of the Defendants, which was within the territory as specified under the Settlement Agreement which was in breach of the obligations of the Defendants as enumerated in Clause 6(a) of the Settlement Agreement. It is submitted that all leads were not provided by the Defendants from the website which relates to any prospective or potential business from the Coaching Centre Business, which is in the breach of obligation of the Defendants as enumerated in Clause 6 (d) of the Settlement Agreement. It is further submitted that several attempts have been made by the Defendants from time to time to poach several employees of the Plaintiff in contravention of the obligation of the Defendant as enumerated in Clause 7 (a) (i) of the Settlement Agreement. Further, several students who were already enrolled at the Plaintiff's Coaching Centre were offered classes at the new coaching centre of Defendant which was in breach of the obligation of the Defendants as enumerated in Clause 7 (a) (ii) of the Settlement Agreement. Furthermore, the fact that the Defendants have Digitally signed by NEERA CS (COMM) No. 338/23 Avanti Learning Centre Vs. Sharad Kedia & Ors. Page 30 of 72 NEERA BHARIHOKE BHARIHOKE Date:

2025.07.19 12:31:41 +0530 made mere vague denials without stating anything itself establishes the falsity of the averments of the Defendants.

ADMISSION/DENIAL OF DOCUMENTS

11. Both parties filed affidavit of admission/denial of documents and conducted admission/denial of documents.

12. Plaintiff denied the documents filed by the Defendants; however, Plaintiff admitted the following documents produced by the Defendants-

i. Copy of service agreement dated 20.07.2018. ii. Copy of the cheque no. 521386 dated 01.05.2021 issued by Plaintiff for Rs. 6,48,000/-.

iii. Copies of email dated 01.05.2019, 30.04.2019, 19.04.2019 written by M/s MobilitySum Technologies.

13. Defendants denied the documents filed by the Plaintiff, However, Defendants have admitted the following documents produced by the Plaintiff:-

i. Copy of the settlement agreement dated 07.03.2019.

ii.    Copy of the email dated 14.05.2019.
iii.   Copy of the cheques.
iv.    Copy of the return memo.
v.     Copy of the communication by the Plaintiff company dated
       10.05.2020.
vi.    Copy of the reply dated 01.06.2020 by the defendant no.1 to the
       Plaintiff.
                                                                                         NEERA
                                                                                         BHARIHOKE

CS (COMM) No. 338/23    Avanti Learning Centre Vs. Sharad Kedia & Ors.   Page 31 of 72   Digitally signed
                                                                                         by NEERA
                                                                                         BHARIHOKE
                                                                                         Date: 2025.07.19
                                                                                         12:31:48 +0530

vii. Copy of the reply dated 09.06.2020 by the defendant no.1 to the Plaintiff.

viii. Copy of the complaint case bearing CC No. 4501/2020 titled as Shri Sharad Kedia Vs M/s Avanti Learning Centre Pvt Ltd. u/s 138 NI Act.

ix. Copy of the Summons.

FRAMING OF ISSUES

14. Vide order dated 25.09.2024, the following issues were framed :-

(1) Whether the Plaintiff has no cause of action against the Defendants? OPD (2) Whether the Plaintiff in entitled to a decree for recovery of amount of Rs. 31,60,000/- from the Defendants? OPP.

(3) Whether the Plaintiff is entitled to a decree for recovery of pre-

litigation interest amounting to Rs. 17,06,400/- @ 18% per annum from 01.04.2020 till the date of filing of the suit? OPP (4) Whether the Plaintiff is entitled to a decree for recovery of future interest @ 18% per annum from 31.03.2023 till realization? OPP.

(5) Whether the Plaintiff is entitled to the costs of the present suit?

OPP.

(6) Relief.

15. The matter was then fixed for Plaintiff's evidence and vide order dated 28.10.2024, Shri Ajay Sharma was appointed as learned Local NEERA BHARIHOKE CS (COMM) No. 338/23 Avanti Learning Centre Vs. Sharad Kedia & Ors. Page 32 of 72 Digitally signed by NEERA BHARIHOKE Date: 2025.07.19 12:31:54 +0530 Commissioner in terms of Order XVIII Rule 4 (2) CPC for recording of the evidence for expeditious disposal of the case.

Plaintiff'S EVIDENCE

16. On 12.11.2024, Plaintiff examined PW-1 Sh. Akshay Saxena. He presented his evidence by way of affidavit exhibited as Ex. PW-1/A. He reiterated the contents of the plaint and relied upon the following documents-: -

(1) Copy of computer screen shots of Nivedita classes as Ex. PW-1/1 (colly).

(2) Screen shot and a print-out of an email sent between employees of the Plaintiff as Ex.PW-1/2 (colly) (3) Copy of statement of account of Plaintiff for the period 01.05.2020 to 31.05.2020 as Ex.PW-1/3.

(4) Original non-starter report dated 01.03.2023 issued by the South East District Legal Services Authority as Ex. PW- 1/4.

(5) Original affidavit dated 27.03.2023 under Order XI Rule 6 CPC as Ex.PW-1/5.

(6) Original affidavit dated 05.06.2022 under Section 65-B of Indian Evidence Act, 1872 as Ex.PW-1/6.

NEERA BHARIHOKE CS (COMM) No. 338/23 Avanti Learning Centre Vs. Sharad Kedia & Ors. Page 33 of 72 Digitally signed by NEERA BHARIHOKE Date:

2025.07.19 12:32:00 +0530

17. On the same day, PW-1 was cross-examined by learned Counsel for the Defendants and discharged on 12.11.2024.

18. On 03.12.2024, Plaintiff examined PW-2 Mr. Manish Kumar. He presented his evidence by way of affidavit exhibited as Ex. PW-2/A. On the same day, PW-2 was cross-examined by learned Counsel for the Defendants and discharged on 03.12.2024.

19. There were only two witnesses of the Plaintiff. Evidence of the Plaintiff was closed on 03.12.2024.

DEFENDANTS' EVIDENCE

20. On 19.12.2024, Defendants examined DW-1 Sh. Sharad Kedia. He presented his evidence by way of affidavit exhibited as Ex. DW-1/A and relied upon the following documents-wing documents: -

i. Screen shot from Google Maps, showing the distance between E-92, South Extn.-I and N-16, LGF, Kalkaji as Ex. DW-1/1.

ii. Email dated 25.03.2019 from the email ID [email protected] to [email protected] as Ex. DW-1/2.

iii. Email dated 15.05.2019 from [email protected] as Ex.DW-1/3.

iv. Email dated 15.05.2019 from [email protected] as Ex.DW-1/4.

v. Email dated 15.05.2019 from the email ID [email protected] to [email protected] is exhibited as Ex.DW-1/5.

NEERA BHARIHOKE CS (COMM) No. 338/23 Avanti Learning Centre Vs. Sharad Kedia & Ors. Page 34 of 72 Digitally signed by NEERA BHARIHOKE Date: 2025.07.19 12:32:07 +0530

21. On the same day, DW-1 was cross-examined in part by learned Counsel for the Plaintiff and was further cross-examined by learned counsel for the Plaintiff and discharged on 11.02.2025. Evidence of the Defendants was closed on 11.02.2025 and the matter was fixed for final arguments.

FINAL ARGUMENTS

22. I have heard the rival submissions of the parties and perused the record very carefully.

23. Learned Counsel for the Plaintiff has submitted that there was a service agreement between the Plaintiff and the Defendants executed in the year 2018 but due to the differences between the parties, a settlement agreement was executed in the year 2019. Plaintiff through settlement agreement bought the Intellectual property of the Defendants' coaching centre and Plaintiff would run Nivedita Classes coaching centre in South Extension Area of New Delhi. According to the terms of the settlement contract, Defendants could not run a similar coaching centre within area of 5 Kms from the Plaintiff's coaching centre and the payment had to be done in 4 tranches through 4 post-dated cheques. Learned Counsel for the Plaintiff submitted that the Plaintiff got know in April 2020 that the Defendants were in breach of the settlement agreement hence Plaintiff had sent intimation to its bank to stop the payment to the Defendants for the subsequent post-dated cheques placing reliance on clause 5 (d) and (e) NEERA CS (COMM) No. 338/23 Avanti Learning Centre Vs. Sharad Kedia & Ors. Page 35 of 72 BHARIHOKE Digitally signed by NEERA BHARIHOKE Date: 2025.07.19 12:32:14 +0530 of the settlement agreement. Further it was submitted by learned Counsel for the Plaintiff that Defendants were in breach of clause 6 (d) of the settlement agreement by not providing leads to the Plaintiff's website which was to be done by the Defendants.

24. Learned Counsel for the Plaintiff also placed reliance on clause 7

(a)(i) and 7 (a)(ii) of the settlement agreement stating that Defendants were poaching students and faculty from the Plaintiff's coaching centre. Defendants were also in utter breach of clause 6(a) of the settlement agreement by shifting of the google map's location from South Extension to Kalkaji. Learned Counsel for the Plaintiff argued that therefore the Defendants were in continuous violation of the settlement agreement because of which Plaintiff had stopped the further payments to the Defendants and is entitled to refund of payments already made by the Plaintiff to the Defendants.

25. Per contra, learned Counsel for the Defendants submitted that Defendants were not in violation of the settlement agreement. The running of the Kalkaji Coaching centre of the Defendants was in the knowledge of the Plaintiff and the said centre was beyond the "territory" i.e. at a distance of more than 5 kms away from coaching centre which was being run by Plaintiff, as defined in the settlement agreement and Defendants were allowed to run another coaching centre beyond 5 Kms of the defined area. Learned Counsel for the Defendants submitted that as the Plaintiff has already done 2 tranche payments even if deeming that the NEERA BHARIHOKE CS (COMM) No. 338/23 Avanti Learning Centre Vs. Sharad Kedia & Ors. Page 36 of 72 Digitally signed by NEERA BHARIHOKE Date: 2025.07.19 12:32:21 +0530 Defendants were in violation of the settlement agreement, Plaintiff cannot claim the amount already paid under the settlement agreement.

26. Learned Counsel for the Defendants submitted that during the period of settlement agreement, Plaintiff did not raise one objection regarding breach of the settlement and it was during the end period that Plaintiff had stopped the payment without any intimation to the Defendants to abuse the IP and Goodwill of the Defendants and it was only on 10.05.2020 that Plaintiff had sent email to the Defendants intimating the breach of the settlement agreement. Learned Counsel for the Defendants submitted that Plaintiff has not placed on record any document as to how Defendants were in breach of the settlement agreement. It was also submitted that Plaintiff has failed to show as to how they have suffered losses and stopping of the payment by the Plaintiff was just an afterthought.

FINDINGS

27. My issue-wise findings are given as under:-

Issue (1) : Whether the Plaintiff has no cause of action against the Defendants?

Issue (2) : Whether the Plaintiff in entitled to a decree for recovery of amount of Rs. 31,60,000/- from the Defendants?

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28. Issue no.(1) and (2) are connected and therefore they are taken up together. The onus to prove issue No.(1) was placed on the Defendants and onus to prove issue No.(2) was placed on the Plaintiff.

29. Plaintiff has filed the present suit for recovery of the partial consideration paid by the Plaintiff under the settlement agreement dated 07.03.2019 on the ground of the alleged breach of the terms of settlement agreement by the Defendants. The Plaintiff is claiming refund of payment made by it on 01.04.2019 and 01.05.2019 under the Settlement Agreement.

30. Plaintiff has submitted that Defendants were in violation of Clause 6 (a), Clause 6 (d) and Clause 7(a)(i) and Clause 7(a)(ii) of the settlement agreement.

31. On the other hand, the Defendants has denied the submissions of Plaintiff and has submitted that the Defendants have not committed breach of any of the terms of Settlement Agreement and therefore Plaintiff has no cause of action against the Defendants. To prove the same, Defendants examined DW-1 who tendered documents DW-1/1 to DW-1/5 in support of the defence of the Defendants. The learned Counsel for the Defendants cross-examined both the witnesses of the Plaintiff produced by the Plaintiff for proving it's case.

32. The tenure of Clause 7(a)(i) was for a period commencing from Effective Date and ending on May 1, 2021, and the tenure of Clause 6 and NEERA BHARIHOKE CS (COMM) No. 338/23 Avanti Learning Centre Vs. Sharad Kedia & Ors. Page 38 of 72 Digitally signed by NEERA BHARIHOKE Date: 2025.07.19 12:32:35 +0530 7(a) (ii) was for a period commencing from Effective Date and ending on May 1, 2020. The Effective Date as per the Settlement Agreement was fixed as 01.03.2019 as per Clause 2 of the Settlement Agreement.

33. Clause 6 (a) and 6 (d) are reproduced below-

"6: Obligations of Shlok, Sharad and Nivedita Classes: On and from the Effective Date, Shlok, Sharad and Nivedita Classes, agree undertake and covenant:

a. Not to interfere with the business and operations of the Coaching Centre Business which shall be carried on by Avanti on and from the Effective Date;

XXXX d. To provide all leads from their website which relate to any prospective or potential business for the Coaching Centre Business; "

34. In his Examination in chief, PW-1 has stated that Defendants had violated clause 6 (a) of the settlement agreement since the google map's location assigned to the Plaintiff was moved to a new address where the Defendants had opened a separate coaching centre under the same name "Nivedita Classes". As a result, significant loss was suffered by the Plaintiff as the students were redirected to the new centre which is in breach of the obligations of the Defendants as enumerated in clause 6(a) of the Settlement Agreement.

35. During his cross examination, PW-1 has relied on Ex. PW-1/1, i.e. screen shot of the location of Nivedita Classes, bearing address of N-16, LGF, Kalkaji, South Delhi Landmark, beside Allahabad Bank, New NEERA BHARIHOKE CS (COMM) No. 338/23 Avanti Learning Centre Vs. Sharad Kedia & Ors. Page 39 of 72 Digitally signed by NEERA BHARIHOKE Date: 2025.07.19 12:32:41 +0530 Delhi, Delhi 110019 and the google reviews in support of the said submissions and stated that the same proves the shifting of the Google map location of the center from South Extension to Kalkaji.

36. The address of N-16, LGF, Kalkaji, South Delhi Landmark, beside Allahabad Bank, New Delhi, Delhi 110019 does prove that Ex. PW-1/1 shows location address of Nivedita Classes. However, the Plaintiff has led no evidence as to what were the keywords which were typed in the google location search which led to cropping up of this location of with the screenshot has been filed by the Plaintiff. It is not the case of the Plaintiff that Defendants could not have run a coaching center by name of Nivedita Classes. Rather Clause 6 (c) of Settlement Agreement provides that Defendants permit the Plaintiff to use term Nivedita Classes in relation to the Coaching Centre Business for a period commencing on the effective date and ending on May 1, 2020. The only embargo is found in Clause 7, which debars the Defendants from doing so, but that too within the 'territory' and there is no embargo on the Defendants running coaching classes which do not cover science and mathematics for CBSE and preparation for IIT JEE and NEET examination during this period and to sell online coaching classes for any subject or course during this period.

37. "Territory" has been defined in Clause 1(e) of the settlement agreement as the geographical area comprised within a radius of 5 kilometer of the premises. The radius shall be measured along a direct line i.e. as the crow flies without regards to roads and public transport.

NEERA BHARIHOKE CS (COMM) No. 338/23 Avanti Learning Centre Vs. Sharad Kedia & Ors. Page 40 of 72 Digitally signed by NEERA BHARIHOKE Date: 2025.07.19 12:32:48 +0530 The said aspect shall be dealt while dealing with alleged violation of Clause 7(b) by the Defendants.

38. Therefore, if location search were made for Nivedita Classes, without mentioning the address, Google map location could have taken the students or any person searching for any of the coaching classes running under the name of Nivedita Classes at different locations. Even otherwise the screenshot of Nivedita Classes Google Map location at N- 16, LGF, Kalkaji, South Delhi Landmark, beside Allahabad Bank, New Delhi, Delhi 110019 which as per own submission of PW-1 has been taken in February 2023 does not help the case of the Plaintiff in any manner since no embargo existed against the Defendants in 2023 when the Plaintiff had already opted to stop the payment of cheque on 02.04.2020 and the obligation of the Defendants under Clause 6 were to continue till May 1, 2020 only.

39. Plaintiff has not produced any evidence on record, nor has the Plaintiff summoned any witness from the concerned office of Google to establish that the google location of South Extension coaching classes of Nivedita was changed during which period or after entering into Settlement Agreement between the Parties and before May 1, 2020, much less to prove that it was so changed by the Defendants. Rather the Plaintiff has not made any submission in the plaint or affidavit of evidence that google location was changed by the Defendants. In 2023, there was no assignment of location to Plaintiff pertaining to Nivedita Classes. Even Clause 5 (b) (iii) supports that licencing of the Business NEERA BHARIHOKE CS (COMM) No. 338/23 Avanti Learning Centre Vs. Sharad Kedia & Ors. Page 41 of 72 Digitally signed by NEERA BHARIHOKE Date: 2025.07.19 12:32:55 +0530 IPR by the Defendants to the Plaintiff was till May 1, 2020. Plaintiff has also stated in the plaint that in terms of Clause 5 of the Settlement Agreement, the Defendants agreed to sell, transfer and assign the business goodwill & all rights and interest in the Coaching Centre Business being carried out at the premises at E-92, Ground Floor, Har Gyan Singh Arya Marg, South Extension, Part-I, New Delhi - 110049 and H-14, Kotla Mubarakpur, South Extension, Part-I, New Delhi - 110013; license the intellectual property rights of the said business to the Plaintiff till 01.05.2020 and assume and perform the promise, obligations and covenants as set out in the Settlement Agreement for a total consideration of Rs.66,00,000/-.

40. During his cross examination, PW-1 stated that the Google reviews which were part of Ex. PW-1/1 contain reviews of students establishing the said shifting.

41. The first page of Google reviews speaks of the period nine months ago i.e. Nine months prior to 2023 i.e. after the expiry of the period of settlement agreement, Ex. P-1 and thus not relevant. There is a review by one Ashwani Sharma, stating that "Best coaching for preparation of JEE and Medical". However, the address of Nivedita Classes (Point E) is E- 92, Avanti and the review is of three years ago. This does not amount to a violation by Defendants because it does not contain address of Kalkaji and rather bears the board and address of Plaintiff.

NEERA BHARIHOKE Digitally signed CS (COMM) No. 338/23 Avanti Learning Centre Vs. Sharad Kedia & Ors. Page 42 of 72 by NEERA BHARIHOKE Date: 2025.07.19 12:33:01 +0530

42. At Point D on the same page, there is a review by one Surya Kant which says best coaching classes for CBSE tuition in Kalkaji. The review is of three years ago. Just above it is a review by one Bipin Kumar Nirala which is again posted three years ago and reads as "Joining this institution means full wastage of money and your precious time. Fake coaching institute of Delhi... bad quality education. Make public foolish....

43. There is a review at Point C by one Malti Arora stating that Nivedita Classes Kalkaji is the best institute for the preparation of JEE Mains/JEE Advanced/Meet and other engineering.... and 6th to 12th classes.... The review has been posted three years ago and there is a response from the owner which reads as "thanks for your appreciation and moral boosting review."

44. Similarly, there's a review by Asif Iqubal at Point B stating that Nivedita Classes has best coaching institute in Kalkaji for NEET/JEE/CBSE. Best faculty and individual attention to all students. Excellent study package in NEET/JEE/CBSE as well.

45. These comments cannot be said to be violative of Clause 6(a) of settlement agreement, Ex. P-1 which obligates the Defendants to not to interfere with the business and operations of the Coaching Centre Business which shall be carried on by Avanti on and from the Effective Date and shall be dealt in further detail while dealing with the alleged violation of Clause 7 of the Settlement Agreement by the Defendants.

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46. The Plaintiff has stated that the printouts of these reviews have been taken in February 2023 and has also stated that therefore are of the period when the terms of settlement agreement between the parties were in force. However, google reviews cannot solely establish whether the centre was opened at or after the execution of the Settlement Agreement, Ex. P-1 as google reviews may be posted at any time and do not necessarily indicate that the centre was operational on the date of posting or that the reviews are not of a period prior to signing of Settlement Agreement between the Parties. Rather the reviews substantiate that Nivedita Classes were running at Kalkaji much prior to the Settlement Agreement since the reviews can only be based on attending the classes for a longer period and not overnight and the reviews could therefore be of a period prior to the entering of Settlement Agreement. The Plaintiff has thus failed to prove its submissions in respect of google reviews amounting to violation of Clause 6(a) of Settlement Agreement by the Defendants.

47. The Plaintiff has not made any other submission in support of its contention about violation of Clause 6(a) of Settlement Agreement by the Defendants.

48. Therefore, the Plaintiff failed to prove the alleged moving of the Google map location to a new address which was assigned to Plaintiff during the tenure of the Settlement Agreement as well as has failed to prove the violation of Clause 6(a) of Settlement Agreement by the Defendants.

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49. As regards violation of clause 6(d) of the settlement agreement, PW-1 has submitted in his affidavit of evidence that the Defendants failed to provide all leads from their website related to the Coaching Centre Business to the Plaintiff which it was obligated to do under the Settlement Agreement.

50. PW-1, the AR of the Plaintiff company, was asked during his cross-examination conducted on 12.11. 2024 if he could produce a single document which he had filed with the suit regarding breach of agreement dated 07.03.2019 to which PW-1 referred to the e-mail dated 14.05.2019 which he said talks about non-sharing of the leads by the Defendants to the Plaintiff.

51. The e-mail dated 14.05.2019 was sent from the e-mail ID [email protected] to the email id [email protected]. It was admitted during admission denial of documents by the Defendants and was, therefore, exhibited as Ex. P-2.

52. PW-1 stated that this e-mail documents the communication of the Plaintiff and the Defendants about the non-sharing of leads between March and May 2019 and requesting for the remediation of the same.

53. The e-mail dated 14.05.2019 has been perused. It reads as:

NEERA BHARIHOKE CS (COMM) No. 338/23 Avanti Learning Centre Vs. Sharad Kedia & Ors. Page 45 of 72 Digitally signed by NEERA BHARIHOKE Date: 2025.07.19 12:33:19 +0530 "As discussed, please send all the past as well as future leads from the form on the NC Website to [email protected] (in place of Somya Singh).

Please confirm when this is done.

With regards to the phone number on the NC Google My Business page. I'll discuss potential solutions with Akshay and revert back to you.

Thanks Krishna."

54. This e-mail was marked to Sharad Kedia and was sent by Krishna Ramkumar and copy of this email was marked to Prabhjot Singh, Manish Yadav, Abdullah Saqib and Akshay Saxena. The contents of this mail do not reveal or demonstrate nor talks of non-sharing of leads between March and May 2019 or Plaintiff requesting for the remediation of the same by the Defendants and therefore PW-1 has given wrong description of its contents. Rather the contents clearly demonstrate that the Defendants had been providing leads even on the date prior to the date of the mail dated 14.05.2019 as Krishna has written to Defendants to send all the past as well as future leads from the form on the NC Website to [email protected] (in place of Somya Singh).

55. The perusal of documents filed by the Plaintiff clearly establishes that no document, except Ex. P-2, has been placed on record by the NEERA BHARIHOKE CS (COMM) No. 338/23 Avanti Learning Centre Vs. Sharad Kedia & Ors. Page 46 of 72 Digitally signed by NEERA BHARIHOKE Date: 2025.07.19 12:33:25 +0530 Plaintiff which pertains to the licensed period of utilization of copyrighted material i.e. 07.03.2019 to 01.05.2020.

56. During his cross-examination, PW-1 admitted that Mr. Manish Yadav, PW-2, was an employee of the Plaintiff company during the period of March 2019 to May 2020. PW-1 also admitted of Ms Somya Thakur being the employee of the Plaintiff along with Ms. Prabhjot Singh and Mr. Krishna Ramkumar being the co-founder of the Plaintiff company, to whom leads of the website were provided.

57. Plaintiff examined Mr Manish Yadav as PW-2. He was the ex- employee of the Plaintiff company and was employed in the Plaintiff company during the period of 2019-2020 i.e. during that tenure of settlement agreement. During his cross examination, PW-2 submitted that during the term of his employment, he used to report to Mr. Krishna Ramkumar and admitted receiving of e-mail dated 14.05.2019 which is Ex-P-2 which was regarding request of sharing of leads from the Plaintiff to the Defendants.

58. The stand of the Defendants is that they had been duly sending all leads to Plaintiff in terms of the Settlement Agreement. Ms. Somya Singh, an employee of the Plaintiff, was looking after this and Defendants have relied on her email dated 25.03.2019 which has been Ex. DW-1/2. Defendants have further submitted that on 14.05.2019, Mr. Krishna Ramkumar of Plaintiff sent an email to Defendants No.1 requesting him to send all leads to Mr. Prabhjot Singh instead of Ms. Somya Singh.

NEERA BHARIHOKE CS (COMM) No. 338/23 Avanti Learning Centre Vs. Sharad Kedia & Ors. Page 47 of 72 Digitally signed by NEERA BHARIHOKE Date: 2025.07.19 12:33:32 +0530 Defendants No.1 duly replied on the said email on the same day informing what all is required to change the email id for South Ex NC and put the email id of Mr. Prabhjot Singh there. The requisite was done on the same day and at 7:39 PM, Mr. Seo of the Plaintiff company duly replied that requisite had been done, and all new inquiries would be auto- forwarded to [email protected]. Post that in response to email dt. 15.05.2019 of Mr. Krishna Ram Kumar of Plaintiff, Mr. Prabhjot Singh even confirmed this fact. The Defendants have also submitted that the website and hosting therein, was managed by third party service provider M/s MobilitySUM Technologies Pvt. Ltd. and post the Settlement Agreement, Plaintiff was directly dealing with the said service provider. Thus, the website was managed by the Plaintiff itself. Copies of email dated 01.05.2019, 30.04.2019, 19.04.2019 written by M/s MobilitySum Technologies were filed by the Defendants which were admitted by the Plaintiff during stage of admission/denial of documents and were exhibited as Ex. P-3. These emails were sent by MobilitySum Technologies to Plaintiff requesting the Plaintiff to provide the payment status.

59. On the other hand, the Plaintiff has submitted that third-party service provider of the website, namely M/s Mobility SUM, only used to send bills to the Plaintiff, which were required to be cleared by the Plaintiff. Furthermore, apart from billing matters, there was no communication between the Plaintiff and the website provider. Plaintiff has submitted that it was the Defendants who used to directly deal with and communicate with the service provider of the website.

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60. During his cross-examination, DW-1 admitted that Defendants were under constant obligation to provide all leads from the website that related to any prospective or potential business for the coaching centre during the tenure of the settlement agreement. He submitted that the website was managed by MobilitySum. DW-1 submitted that after introducing MobilitySum to the Plaintiff, Defendants did not communicate with MobilitySum any further. DW-1 denied the suggestion that the Defendants were in direct contact with MobilitySum. DW-1 denied the suggestions that the Defendants did not prove all leads of the website of Nivedita Classes to the Plaintiff as per the terms of the settlement agreement.

61. PW-1 in his cross-examination, admitted that e mail ID of Mr. Manish Yadav is [email protected], e mail ID of Ms. Somya Thakur is [email protected]. PW-1 also admitted that Mr. Manish Yadav, Ms. Somya Thakur and Ms. Prabhjot Singh were employees of Plaintiff and that Mr. Krishna Ramkumar was a co-founder of the Plaintiff company.

62. The Defendants have placed reliance on the e-mails from Defendants to Plaintiff and from Plaintiff to Defendants to prove that the Defendants had been providing leads to the employees of the Plaintiff during the period for which the breach is alleged to have been committed by Defendants. Further, Defendants had filed emails dated 14.05.2019, 15.05.2019 and 25.05.2019 with their written statement which were NEERA BHARIHOKE CS (COMM) No. 338/23 Avanti Learning Centre Vs. Sharad Kedia & Ors. Page 49 of 72 Digitally signed by NEERA BHARIHOKE Date: 2025.07.19 12:33:47 +0530 tendered in Defendants' evidence the contents of which show that the leads were provided to the Plaintiff and employees of the Plaintiff had acknowledged the same.

63. PW-2 accepted receiving of the e-mails dated 14.05.2019, Ex. DW- 1/3, 15.05.2019, Ex. DW-1/4 and e-mail dated 25.03.2019, Ex. DW-1/2.

64. After the said admissions, the objection of Plaintiff is unsustainable that these emails which were marked as Mark X and Z could not be exhibited by DW-1 as Ex. DW-1/2 and Ex. DW-1/3 which establish not only sharing of leads by the Defendants with the Plaintiff but also acknowledgment of Plaintiff to have received the same. For instance, E- mail dated 25.03.2019, Ex. DW-1/2, is from Ms. Somya Singh to Abullah Saqib in which Ms. Somya Singh acknowledged that she was receiving website enquiry at her e-mail id. For online program inquiries, the same were to be directed to Mr. Sharad Kedia and for offline program, all the inquiries were to be directed to her e-mail id. The contents of e-mail dated 25.03.2019, Ex. DW-1/2 reads as:

"From: Somya Singh < [email protected]> Date: Mon, Mar 25, 2019 at 7:28 PM Subject: NC - Website leads To: Abdullah Saqib < [email protected] > Cc: Manish Yadav < [email protected]>, <[email protected]>, Sonia Choudhary <[email protected]> Hey, As we have discussed with Sharad sir I am receiving Nivedita Classes website inquiry at my email ID.

NEERA BHARIHOKE CS (COMM) No. 338/23 Avanti Learning Centre Vs. Sharad Kedia & Ors. Page 50 of 72 Digitally signed by NEERA BHARIHOKE Date: 2025.07.19 12:33:54 +0530 For those who will inquire for online program will be directed to Sharad Sir and for offline program all the inquiries will be directed on my email ID.

Regards, Sharad Kedia."

65. Similarly, the contents of the e-mails mentioned above are reproduced below-

"---Forwarded message ---

From: Seo Nivedita Classes <[email protected]> Date: Tue, May 14, 2019 at 7:39 PM Subject: Re: Nivedita Website Leads for South Ex To: Sharad Kedia <[email protected]> Dear Sir, From now, new inquiry will be auto forwarded to [email protected]. For old inquiries, discussed with Prabhjot to get access of Soumya email id. Regards"

"On Wed, May 15, 2019 at 2:21 PM Krishna Ramkumar [email protected] wrote:

Thanks sir @Prabhjot Singh- have you got access to the old leads? Please discuss with Sir directly and get it."

"From: Prabhjot Singh < [email protected]> Date: Wed, May 15, 2019 at 3:33 PM Subject: Re: Nivedita Website Leads for South Ex To: Krishna Ramkumar <[email protected]> Cc: Sharad Kedia <[email protected]>, Manish Yadav <manish. [email protected]>, Abdullah Saqib <[email protected]> NEERA BHARIHOKE CS (COMM) No. 338/23 Avanti Learning Centre Vs. Sharad Kedia & Ors. Page 51 of 72 Digitally signed by NEERA BHARIHOKE Date: 2025.07.19 12:34:01 +0530 Yes, Krishna I've got all the old leads as well. Regards, Prabhjot Singh Avanti Learning Centres Pvt. Ltd.

+91-8441000785"

66. The subject matter of these e-mails is Nivedita Website Leads for South Extension i.e. coaching centre of Plaintiff. In his cross- examination, PW-1 has stated the email ids of employees of Plaintiff which is the same e-mail address/ID as found in these mails.

67. E-mail dated 14th May 2019 has been sent by Seo Nivedita Classes to Mr. Sharad Kedia in which Seo Nivedita classes wrote that new inquiry will be auto forwarded to [email protected] and for old inquiries he mentioned regarding getting access of the e-mail id of Ms Somya Singh.

68. E-mail dated 15.05.2019, Ex. DW-1/5, is email sent from Mr. Prabhjot Singh to Mr. Krishna Ramkumar and a copy was also sent to PW-2 Mr Manish Yadav in which Mr. Prabhjot Singh has acknowledged that he had received old leads as well.

69. Hence perusal of the abovesaid e-mail trail read with cross- examination of the PW-1 and PW-2 supports the case of the Defendants that the Defendants were providing leads to Plaintiff in terms of Clause 6(d) of Settlement Agreement since Mr. Prabhjot Singh and Ms Somya Singh who were employees of the Plaintiff at that time had NEERA BHARIHOKE CS (COMM) No. 338/23 Avanti Learning Centre Vs. Sharad Kedia & Ors. Page 52 of 72 Digitally signed by NEERA BHARIHOKE Date: 2025.07.19 12:34:09 +0530 acknowledged/affirmed regarding receiving the leads from the Defendants in their reply mail.

70. On the other hand, Plaintiff has failed to prove that third-party service provider of the website, namely M/s Mobility SUM, only used to send bill to the Plaintiff, which were required to be cleared by the Plaintiff or that apart from billing matters, there was no communication between the Plaintiff and the website provider. Plaintiff has also failed to prove that it was the Defendants who used to directly deal with and communicate with the service provider of the website. No witness was summoned from Mobility SUM by the Plaintiff to prove its contentions.

71. Hence the Defendants have proved that the Defendants had fulfilled the terms of clause 6(d) of Settlement Agreement and Plaintiff has failed to prove that the Defendants had violated 6(d) of Settlement Agreement.

72. The Plaintiff has further claimed that the Defendants have breached the terms of the settlement agreement as provided in Clause 7(a)(i) and Clause 7(a)(ii), the contents of which are reproduced below.

"7. Non-Compete and Non-Solicit:

a. For a period commencing on the Effective date and ending on May 1, 2021, Shlok, Sharad and Nivedita Classes undertake that each of such Party shall:

i. Not, either on his own account or for any Person, solicit any employee of the Coaching Centre Business to leave his or her NEERA BHARIHOKE CS (COMM) No. 338/23 Avanti Learning Centre Vs. Sharad Kedia & Ors. Page 53 of 72 Digitally signed by NEERA BHARIHOKE Date: 2025.07.19 12:34:16 +0530 employment or engagement with the Coaching Centre Business, induce or attempt to induce any such employees to terminate or breach his or her employment agreement with the Coaching Centre Business, or themselves, directly or indirectly, hire or engage in any other manner, any such employee.

ii. not, directly or indirectly, solicit, cause in any part or knowingly encourage any then existing students to cease their enrollment with the Coaching Centre Business, or solicit, cause in any part or knowingly encourage any of the then existing students to join or enroll any Person other than the Coaching Centre Business.

b. For a period commencing on the Effective Date and ending on May 1, 2020 Shlok, Shared and Nivedita undertake that each of such party shall:

i. not, whether directly or indirectly, or through any of its Relatives, engage in any activities or be connected as a director, officer or employee, partner or advisor of or consultant to, or in any executive capacity with. any corporation, limited liability company, partnership or other entity or Person within the Territory, that could be in competition directly or indirectly, with the Coaching Centre Business, engages in the Coaching Centre Business or in any business similar to the Coaching Centre Business, or competes in any business with the Company.

XXXX. "

73. Plaintiff has submitted that in breach of the aforesaid terms, the Defendants opened a separate coaching centre under the same name of "Nivedita Classes" in close proximity to the coaching centre of the Plaintiff which was transferred under the said Settlement Agreement.

NEERA BHARIHOKE CS (COMM) No. 338/23 Avanti Learning Centre Vs. Sharad Kedia & Ors. Page 54 of 72 Digitally signed by NEERA BHARIHOKE Date: 2025.07.19 12:34:23 +0530 Further several attempts have been made by the Defendants from time to time to poach several employees of the Plaintiff, in contravention of the obligation of the Defendants as enumerated in clause 7(a)(i) of the Settlement Agreement. Furthermore, several students who were already enrolled at the Plaintiff's Coaching Centre were/are offered classes at the new centre of Defendants (being run at N-16, LGF, Kalkaji, South Delhi Landmark: beside Allahabad Bank, New Delhi, Delhi 110019) in breach of the obligation as enumerated in clause 7(a)(ii) of the Settlement Agreement.

74. Pursuant to the above breach of the terms mentioned, the Plaintiff duly intimated the Defendants at an initial stage. Regular warnings were also communicated through various phone calls to put a stop on such violations which was affecting the business of the Plaintiff.

75. PW-1 then referred to PW-1/1 which are google reviews. However, PW-1 could not establish the distance between the Plaintiff's and the Defendants' coaching centres. Along with this, PW-1 has admitted in his cross-examination that Plaintiff has not filed any documents on the record of this suit showing geographical location distance between the Plaintiff's centre at South Extension and that of the Defendants's Kalkaji Centre.

76. DW-1 was confronted with Ex. PW-1/1 which are google reviews of Nivedita Classes to which DW-1 accepted reviews are of Kalkaji Centre. However, DW-1 was not sure whether the responses on the reviews were by given him or not. DW-1 further submitted that there are NEERA CS (COMM) No. 338/23 Avanti Learning Centre Vs. Sharad Kedia & Ors. Page 55 of 72 BHARIHOKE Digitally signed by NEERA BHARIHOKE Date: 2025.07.19 12:34:30 +0530 more than 100 reviews so it is impractical to remember all the reviews and the responses given by him or any other staff members of Nivedita Classes.

77. DW-1 denied the suggestion that Defendants had received substantial payments by May, 2019. Further DW-1 denied the suggestion of him visiting Nivedita Classes at South Extension, even after execution of the Settlement Agreement, Ex. P-1and creating hindrances in the operation of the centre being run by the Plaintiff.

78. Case of the Plaintiff is regarding breach of the agreement by the Defendants by relying on the clauses of the settlement agreement. Plaintiff has relied on clause 6 (a) and 6(d) of the Settlement Agreement, Ex. P-1 stating that Defendants have breached the contract and did not provide leads to the Plaintiff. Plaintiff has further submitted that clause 6

(a) of the Settlement Agreement, Ex. P-1was violated by shifting of the google map's location. Plaintiff has relied on the google reviews however google reviews cannot establish as to when the Kalkaji centre was opened besides reviews Plaintiff has not produced anything on record to prove the same. Defendants have also filed e-mail of the employees of the Plaintiff company showing Defendants had provided them leads to their website.

79. As mentioned above, Plaintiff has also submitted that Defendants were also in breach of Clause 7 of the Settlement Agreement, Ex. P-1 which is reproduced below.

NEERA BHARIHOKE CS (COMM) No. 338/23 Avanti Learning Centre Vs. Sharad Kedia & Ors. Page 56 of 72 Digitally signed by NEERA BHARIHOKE Date: 2025.07.19 12:34:36 +0530 "7. Non-Compete and Non-Solicit:

a. For a period commencing on the Effective date and ending on May 1, 2021, Shlok, Sharad and Nivedita Classes undertake that each of such Party shall:

i. Not, either on his own account or for any Person, solicit any employee of the Coaching Centre Business to leave his or her employment or engagement with the Coaching Centre Business, induce or attempt to induce any such employees to terminate or breach his or her employment agreement with the Coaching Centre Business, or themselves, directly or indirectly, hire or engage in any other manner, any such employee.

ii. not, directly or indirectly, solicit, cause in any part or knowingly encourage any then existing students to cease their enrollment with the Coaching Centre Business, or solicit, cause in any part or knowingly encourage any of the then existing students to join or enroll any Person other than the Coaching Centre Business.

b. For a period commencing on the Effective Date and ending on May 1, 2020 Shlok, Sharad and Nivedita undertake that each of such party shall:

i. not, whether directly or indirectly, or through any of its Relatives engage in any activities or be connected as a director, officer or employee, partner or advisor of or consultant to, or in any executive capacity with. any corporation, limited liability company, partnership or other entity or Person within the Territory, that could be in competition directly or indirectly, with the Coaching Centre Business, engages in the Coaching Centre Business or in any business similar to the Coaching Centre Business, or competes in any business with the Company.

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80. As regards to Clause 7(a)(i) and clause 7(a)(ii) of the settlement agreement, Defendants were not to poach any employee or student of the Plaintiffs coaching centre. Further according to clause 7(b)(i) Defendants were not to run any coaching centre within a radius of 5 km of the Plaintiff's coaching centre. Learned Counsel for the Plaintiff has submitted that the Defendants were in constant violation of Clause 7(a)(i) and clause 7(a)(ii) of the Settlement Agreement, Ex. P-1 by poaching the existing employees as well as students of the Plaintiff. With respect to Clause 7(b)(i), Learned Counsel for the Plaintiff has further submitted that the Defendants opened a coaching centre in Kalkaji within the said radius of 5km of the Plaintiff's coaching centre.

81. During his cross-examination, PW-1 was asked if there was detail with respect to name, month or year of any employee/students of the Plaintiff company either in the plaint, legal notice dated 10.05.2020 and in evidence of affidavit, to which PW-1 submitted that such details, name etc. are not provided in any of these.

82. During his cross-examination, PW-2 stated that he was not looking after the Human Resources Department of the Plaintiff company. PW-2 also stated that he did not know what salary was being drawn by the employee Mr. Fuzail Iqbal during his employment in the Plaintiff company. PW-2 volunteered that Mr. Fuzail Iqbal confided in him that Defendants were offering him hike in his salary by 30-40%. PW-2 also stated that he used to meet Mr. Fuzail Iqbal on a daily basis since PW-2 NEERA BHARIHOKE CS (COMM) No. 338/23 Avanti Learning Centre Vs. Sharad Kedia & Ors. Page 58 of 72 Digitally signed by NEERA BHARIHOKE Date: 2025.07.19 12:34:50 +0530 was working at Nivedita Classes and that Mr. Fuzail Iqbal was initially an employee of Plaintiff. The said submission of PW-2 supports the case of the Plaintiff that its employee, Mr. Fuzail Iqbal, left the Plaintiff.

However, PW-2 stated that Mr. Fuzail Iqbal did not join Defendants no. 1 as an employee. However PW-2 volunteered that a few other employees of Nivedita Classes had joined Defendants no.1. None of the said few other employees was summoned as a witness by the Plaintiff.

83. PW-2 also stated that he could not say whether Mr. Fuzail Iqbal also told other persons/employees of Plaintiff about the offer he had received from Defendants no.1. Rather he stated that Mr. Fuzail Iqbal continue to work with Plaintiff till the time PW-2 continued to work with the Plaintiff.

84. Therefore, Plaintiff failed to prove poaching of any employee of the Plaintiff by the Defendants. As regards the submission of the Plaintiff that the Defendants tried to poach its employees and its then existing students, the Plaintiff did not produce any of its employees or the students as a witness, not even Mr. Fuzail Iqbal whose affidavit of evidence was filed but Mr. Fuzail Iqbal was not made to step in witness box by the Plaintiff.

85. During his further cross examination, PW-2 submitted that there was a meeting held between Sh. Akshay Saxena (AR of the Plaintiff company) and Sh. Sharad Kedia (Defendants no.1) about the issue of poaching of the Plaintiff's employees. He stated that he was not aware if NEERA BHARIHOKE CS (COMM) No. 338/23 Avanti Learning Centre Vs. Sharad Kedia & Ors. Page 59 of 72 Digitally signed by NEERA BHARIHOKE Date: 2025.07.19 12:34:56 +0530 Sh. Akshay Saxena had any correspondence on the above issue with Sh. Sharad Kedia after the said meeting. It has already been observed that the Plaintiff has not filed any document in support of the alleged breach by the Defendants pertaining to the duration of alleged breach of the settlement agreement by the Defendants.

86. PW-2 denied the suggestion about deposing falsely regarding alleged poaching as the Plaintiff company got to know about alleged breach in the month of April 2020 and the same has been deposed by PW- 1 in his affidavit of evidence.

87. Further PW-2 denied the suggestion regarding filling up of the lacuna with respect to the alleged breach of the terms of the contract by naming Mr. Fuzail Iqbal and Mohd. Jamal Jain and the students in his affidavit of evidence. PW-2 submitted that he was not sure whether the students named by him in his deposition ever left the Plaintiff's coaching institute and joined the Defendants's coaching institute.

88. PW-2 stated that he could not specify the exact date when the students contacted him regarding poaching as stated by him in his affidavit of evidence and stated that however it was around in September- October 2019.

89. This statement of PW-2 does not prove the alleged poaching by the Defendants as PW-2 submitted that he was not sure whether the students named by him in his deposition ever left the Plaintiff's coaching institute NEERA BHARIHOKE CS (COMM) No. 338/23 Avanti Learning Centre Vs. Sharad Kedia & Ors. Page 60 of 72 Digitally signed by NEERA BHARIHOKE Date: 2025.07.19 12:35:03 +0530 and joined the Defendants' coaching institute. Further had it been true, the Plaintiff would not have stated in the plaint or in affidavit of evidence of PW-1 that the Plaintiff company came to know about the Defendants being in breach of the settlement agreement in April 2020.

90. During his cross-examination, DW-1 denied suggestions regarding poaching of the students of the Plaintiffs coaching centre.

91. No employee who is alleged to have been solicited by the Defendants to leave his or her employment or engagement with the Coaching Centre Business, induce or whom the Defendants attempted to induce to terminate or breach his or her employment agreement with the Coaching Centre Business of the Plaintiff, or themselves, directly or indirectly, hire or engage in any other manner, any such employee has been examined by the Plaintiff.

92. None of the then existing students who is alleged to have been solicited, caused in any part or knowingly encouraged to cease their enrollment with the Coaching Centre Business of Plaintiff, or solicited, caused in any part or knowingly encouraged to join or enroll any Person other than the Coaching Centre Business of Plaintiff has been examined by the Plaintiff.

93. The Plaintiff has not produced much less proved anything to show on record regarding the alleged poaching, PW-2 also in his cross- examination also could not produce anything to prove the alleged NEERA CS (COMM) No. 338/23 Avanti Learning Centre Vs. Sharad Kedia & Ors. Page 61 of 72 BHARIHOKE Digitally signed by NEERA BHARIHOKE Date: 2025.07.19 12:35:11 +0530 poaching of the students or any employee of the Plaintiff by the Defendants.

94. The Plaintiff has failed to prove that the Defendants committed a breach of Clause 7(a) (i) and (ii) of the settlement agreement.

95. The Plaintiff has also alleged that the Defendants committed a breach of clause 7(b) (i) by opening opening of the Kalkaji coaching centre.

96. It is relevant to mention that to prove the violation of Clause 7 (b) by the Defendants, the Plaintiff had to establish that the breach was committed by the Defendants within 5 kilometres from the Coaching Centre which was being run by the Plaintiff at South Extension since the applicability of section 7(b) extends to 'territory' as defined in the Settlement Agreement. Clause 7(b) reads as:

7 b. For a period commencing on the Effective Date and ending on May 1, 2020 Shlok, Sharad and Nivedita undertake that each of such party shall:

i. not, whether directly or indirectly, or through any of its Relatives engage in any activities or be connected as a director, officer or employee, partner or advisor of or consultant to, or in any executive capacity with. any corporation, limited liability company, partnership or other entity or Person within the Territory, that could be in competition directly or indirectly, with the Coaching Centre Business, engages in the Coaching Centre Business or in any business similar to the Coaching Centre Business, or competes in any business with the Company.

NEERA BHARIHOKE Digitally signed CS (COMM) No. 338/23 Avanti Learning Centre Vs. Sharad Kedia & Ors. Page 62 of 72 by NEERA BHARIHOKE Date: 2025.07.19 12:35:16 +0530

97. "Territory" has been defined in Clause 1(e) of the settlement agreement as the geographical area comprised within a radius of 5 kilometer of the premises. The radius shall be measured along a direct line i.e. as the crow flies without regards to roads and public transport.

98. The Plaintiff has alleged that in and around April 2020, the Plaintiff learned that the Defendants are in breach of the Settlement Agreement and despite specific restraints under the Settlement Agreement, the Defendants were inter alia running a separate coaching centre under the name of "Nivedita Classes" within the territory prescribed under the agreement in close proximity to the coaching centre of the Plaintiff which was transferred under the said Settlement Agreement.

99. In support of the said submission, PW-1 relied on first page of computer screenshots of Nivedita Classes running into 8 pages. During his cross examination, PW-1 admitted that the screenshot was taken in the year 2023. He also admitted that Plaintiff had not filed any document on the record of this suit showing the geographical distance between the Plaintiff's Centre at South extension and that of the Defendants at Kalkaji. He denied the suggestion that the distance between the Plaintiff's Centre at South extension and that of the Defendants at Kalkaji is more than 5 kilometers in terms of the settlement Agreement, Ex. P-1.

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100. PW-2 has not made any deposition in respect of violation of Clause 7(b) by the Defendants and therefore he was not cross-examined in this regard by the learned Counsel for Defendants.

101. Therefore, the Plaintiff failed to show that the distance between the Plaintiff's Centre at South extension and that of the Defendants at Kalkaji was less than 5 kms which is an essential pre-requisite to prove violation of Clause 7(b) By the Defendants.

102. On the other hand, the Defendants has filed and DW-1 has tendered the screenshot from Google Maps showing the distance between the Plaintiff's Centre at E-92, South Extension- I and that of the Defendants at N-16, LGF, Kalkaji as Ex. DW-1/1 to be 5.39 km in straight line from Plaintiff's Centre to Defendants' centre.

103. During his cross examination, DW-1 was confronted with Google Maps location Ex. DW-1/1 showing distance between the coaching centres and he said that he could not say with certainty if that was the same print-out he had printed. However, he volunteered that this content of Google Maps is in the public domain and can be checked even on the date when his evidence was being recorded.

104. DW-1 denied the suggestion that Ex. DW-1/1 does show the distance between the two coaching centres. However, the Plaintiff did not confront DW-1 with Google Maps even after the said volunteered statement of DW-1 nor the Plaintiff produced screenshot of Google Map NEERA BHARIHOKE CS (COMM) No. 338/23 Avanti Learning Centre Vs. Sharad Kedia & Ors. Page 64 of 72 Digitally signed by NEERA BHARIHOKE Date: 2025.07.19 12:35:31 +0530 despite the same being in public domain even during the stage of final arguments to prove that the distance between the Plaintiff's Centre at South extension and that of the Defendants at Kalkaji is less than 5 kilometers.

105. PW-1 in his cross-examination himself stated that he could not produce anything to show the geographical distance between coaching centres of Plaintiff at South extension and that of the Defendants at Kalkaji. It is the case of the Plaintiff that Defendants had opened a coaching centre withing 5 kms but failed to produce anything on record to show that Kalkaji centre was within the territory defined under the Settlement Agreement.

106. DW-1 admitted that coaching centre opened by him at Kalkaji was also named "Nivedita Classes". Defendants also submitted in the written statement that Defendants were running coaching centre and the same were outside the 'territory' defined in the settlement agreement. As observed above, Plaintiff did not produce anything on record to show that the Kalkaji coaching centre was within the range or outside whereas Defendants has proved the same by Ex. DW-1/1. Therefore, admission of DW-1 about coaching centre opened by Defendants at Kalkaji which was also named "Nivedita Classes" is inconsequential to support the claim of the Plaintiff. Plaintiff has failed miserably to prove breach of Clause 7(b) of the Agreement by the Defendants and therefore cross-examination of DW-1 in respect of Google reviews of Kalkaji Coaching Centre is not required to be dealt with.

NEERA BHARIHOKE CS (COMM) No. 338/23 Avanti Learning Centre Vs. Sharad Kedia & Ors. Page 65 of 72 Digitally signed by NEERA BHARIHOKE Date: 2025.07.19 12:35:39 +0530

107. Further learned Counsel for the Plaintiff submitted that in order to mitigate losses suffered through the conduct of the Defendants, the Plaintiff had stopped the payment of the post-dated cheques by relying on the clause 5 (d) and Clause 5 (e) of the Settlement Agreement, Ex. P- 1which are reproduced below:-

"5. (d) The obligation to pay any tranche of the Consideration shall be subject to continuance performance of the promises, obligations and covenant as set out in this Settlement Agreement by Shlok, Sharad and Nivedita Classes.

(e) Avanti shall deliver post dated cheques in respect of each of the tranches to Shlok provided however in the event of a breach of any of the promises, obligations and covenants of Shlok, Sharad and/or Nivedita Classes under this Settlement Agreement, Avanti shall be entitled to stop payments in respect of such post dated cheques without any liability, civil or criminal, and Shlok hereby waives its right in respect of the post-dated cheques upon occurrence of such breach."

108. Clause 5 (d) of the Settlement Agreement, Ex. P-1provides that payment of consideration in tranches by the Plaintiff was subject to continuous performance of promises, obligations and covenant as set out in this Settlement Agreement, Ex. P-1 by the Defendants. Clause 5 (e) deals with breach of promises, obligations and covenants of Settlement Agreement.

NEERA BHARIHOKE CS (COMM) No. 338/23 Avanti Learning Centre Vs. Sharad Kedia & Ors. Page 66 of 72 Digitally signed by NEERA BHARIHOKE Date:

2025.07.19 12:35:46 +0530

109. The Plaintiff has given self-destructive submissions as on one hand Plaintiff wants to rely on clause 5 (e) of the Settlement Agreement, Ex. P- 1which talks about stopping of the payments of the post-dated cheques and on other hand Plaintiff is seeking partial refund of the consideration already paid. The Plaintiff has alleged breach of Settlement Agreement, Ex. P-1 by the Defendants but has failed to prove the same and is therefore not entitled to seek any relief of refund of payments made by the Plaintiff to Defendants under the first and second tranche under Clause 5(d). Rather Clause 5(d) does not have any provision for refund of payment already made by the Plaintiff to Defendants. This is substantiated by the pleadings of the plaint where the Plaintiff has itself stated that:

"Since the Defendants paid no heed and continued to breach the various terms of the Settlement Agreement, the Plaintiff being entitled to not to pay any further consideration amount in terms of Clause 5(d) of the Settlement Agreement which made payment of any tranche under the said agreement subject to the continued performance of the promises, obligations, covenants by the Defendants and to mitigate its loss, sent a communication dated 02.04.2020 to its bank having branch at K-1, Senior Mall, Sector 18, Noida, U.P.- 201301 and directed it to "STOP PAYMENT" as per Clause 5(e) of the Settlement Agreement."

"Despite timely payment of first 2 tranches in April and May 2019 and regular requests to comply with the terms of the agreement, the Defendants breached the terms of the agreement and therefore, the only recourse legally available to the Plaintiff under the agreement and to mitigate the loss was to stop payment for the remaining cheques as per Clause 5 (e) of the Settlement Agreement".

NEERA BHARIHOKE CS (COMM) No. 338/23 Avanti Learning Centre Vs. Sharad Kedia & Ors. Page 67 of 72 Digitally signed by NEERA BHARIHOKE Date: 2025.07.19 12:35:52 +0530

110. But still the Plaintiff filed the present suit. Further though the Plaintiff has stated that it made repeated requests to the Defendants to comply with terms of Settlement Agreement, yet the Plaintiff has not filed even a single document in support of the said submission. Rather it is the own case of the Plaintiff that it learned about the Defendants being in breach of the Settlement Agreement in and around April 2020. During his cross-examination, DW-1 denied the suggestion that Plaintiff repeatedly informed Defendants about the breach of the settlement agreement. In his cross-examination, PW-1 also admitted that Plaintiff company did not send any written communication to the Defendants alleging breach of agreement prior to 1st May 2020.

111. The Plaintiff has misled this court by making contradictory submissions.

112. As regards submission of Plaintiff that the Defendants did not present the last cheque bearing no. 521391 shows admission on its part of having committed breach does not hold any water in view of the Plaintiff having itself written to the Defendants in the notice dated 10.05.2020 that Plaintiff had stopped payment of cheques bearing numbers 521390 and 521391. DW-1 also denied the suggestion of not presenting the 4 th cheque because DW-1 was aware that Defendants had defaulted in the performance of the settlement agreement. Therefore, no reason was made out by the Defendants to present cheque bearing no. 521391 to their Bank for encashment.

NEERA BHARIHOKE CS (COMM) No. 338/23 Avanti Learning Centre Vs. Sharad Kedia & Ors. Page 68 of 72 Digitally signed by NEERA BHARIHOKE Date: 2025.07.19 12:35:58 +0530

113. Clause 5 (e) of the Settlement Agreement, Ex. P-1provides that in the event of breach of the settlement agreement, Plaintiff had the power of stop payments in respect of post-dated cheques and that too without any liability, civil or criminal, and Defendants no. 2 waived its right in respect of the post-dated cheques upon occurrence of such breach.

114. The Plaintiff has not filed any documentary evidence as proof of the Plaintiff suffering loss. PW-2 also stated during his cross-examination that he could not tell if the Plaintiff company had suffered any financial loss due to covid-19 pandemic. PW-1 admitted that Plaintiff has not filed any documentary evidence as proof of the Plaintiff suffering loss along with the suit. PW-1 only submitted that attempts were made to mitigate losses by exercising their contractual right to stop payment of the cheques.

115. PW-1 is his cross examination himself admitted that Plaintiff did not file any document to show how Plaintiff company has suffered a loss due to the conduct of the Defendants. Plaintiff has relied on its bank statement and intimation sent to bank regarding stopping of the payment to the Defendants.

116. Plaintiff has relied on clause 5 of the Settlement Agreement, Ex. P- 1stating that when the Plaintiff got to know about the breach by the Defendants stopped the further payments to the Plaintiff specifically relying on clause 5 (e) of the settlement agreement. However, as observed NEERA CS (COMM) No. 338/23 Avanti Learning Centre Vs. Sharad Kedia & Ors. Page 69 of 72 BHARIHOKE Digitally signed by NEERA BHARIHOKE Date: 2025.07.19 12:36:05 +0530 earlier, Clause 5 (e) of the Settlement Agreement, Ex. P-1 talks about stopping of the post-dated cheques in case of breach of the agreement by the Defendants, it does not talk about refund of the consideration already paid.

117. Plaintiff has also relied on the bank statement of the Plaintiff company which again does not show as to how the Plaintiff company suffered loss due to the conduct of the Defendants. Even in the intimation sent to the bank by the Plaintiff on 02.04.2020 regarding stopping of the payment of cheque, the reason has not been attributed to conduct of Defendants.

118. Whether this power of stop payments in respect of post-dated cheques was exercised rightly by the Plaintiff is beyond the subject matter of the suit and is therefore not being dealt with, more so, in view of the counterclaim of the Defendants having been rejected because of non- compliance of Section 12 A of Commercial Courts Act by the Defendants and also in view of the case under section 138 of NI Act filed by Defendants against the Plaintiff herein which is still pending.

119. In view of observations made above, the Defendants have proved that the Plaintiff has no cause of action against the Defendants and therefore, issue no.(1) is decided in favour of Defendants and against the Plaintiff. Since the Plaintiff failed to prove breach of the terms of settlement agreement by the Defendants and of any loss to the Plaintiffs by the conduct of the Defendants, issue no.(2) is decided against the NEERA CS (COMM) No. 338/23 Avanti Learning Centre Vs. Sharad Kedia & Ors. Page 70 of 72 BHARIHOKE Digitally signed by NEERA BHARIHOKE Date: 2025.07.19 12:36:11 +0530 Plaintiff and in favour of Defendants and it is held that Plaintiff is not entitled to a recovery of Rs.31,60,000/- from the Defendants.

Issue (3) : Whether the Plaintiff is entitled to a decree for recovery of pre-litigation interest amounting to Rs.17,06,400/- @ 18% per annum from 01.04.2020 till the date of filing of the suit ?

Onus to prove this issue was placed on Plaintiff.

120. In view of the observations made while deciding issue no. (1) and (2), issue No.(3) is decided against the Plaintiff and in favour of the Defendants and it is held that Plaintiff is not entitled for pre-litigation interest.

Issue (4) : Whether the Plaintiff is entitled to a decree for recovery of future interest @ 18% per annum from 31.03.2023 till realization?

Onus to prove this issue was placed on Plaintiff.

121. In view of deciding issue no.(2) against the Plaintiff, the claim for recovery of future interest @ 18% per annum from 31.03.2023 is not made out and is therefore declined. Issue no.(4) is decided against the Plaintiff and in favour of the Defendants.

Issue (5) : Whether the Plaintiff is entitled to the costs of the present suit ?

122. In view of the observations made while deciding issue no. (1) and (2), the Plaintiff is not entitled for costs.

NEERA BHARIHOKE CS (COMM) No. 338/23 Avanti Learning Centre Vs. Sharad Kedia & Ors. Page 71 of 72 Digitally signed by NEERA BHARIHOKE Date: 2025.07.19 12:36:18 +0530 RELIEF

123. In view of my findings given on issues framed in the present suit, the suit of the Plaintiff is dismissed. No order as to costs.

124. Decree sheet be prepared accordingly.

File be consigned to record room after necessary compliance.

Digitally signed by NEERA

Announced in the open                                          NEERA     BHARIHOKE
                                                               BHARIHOKE Date:
Court on 19.07.2025
                                                                         2025.07.19
                                                                         12:36:25 +0530

                                                   (Dr. Neera Bharihoke)
                                             District Judge (Commercial Court)-06
                                             South East, Saket Courts, New Delhi
                                                        19.07.2025

Certified that this judgment contains 72 pages and each page bears my signatures.


                            Digitally
                                                   (Dr. Neera Bharihoke)
                            signed by
                            NEERA            District Judge (Commercial Court)-06
                  NEERA     BHARIHOKE
                  BHARIHOKE Date:            South East, Saket Courts, New Delhi
                                                        19.07.2025
                            2025.07.19
                            12:36:30
                            +0530




CS (COMM) No. 338/23    Avanti Learning Centre Vs. Sharad Kedia & Ors.                      Page 72 of 72

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Avanti Learning Centre Pvt. Ltd vs Sharad Kedia And Ors on 19 July, 2025